S-4

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 2003

                                          REGISTRATION NO. 333-_________________

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                     BALLY TOTAL FITNESS HOLDING CORPORATION

           (Exact names of registrants as specified in their charters)



            DELAWARE                             36-3228107                            7991
            --------                             ----------                            ----
                                                                     
(State or other jurisdiction of     (I.R.S. Employer Identification No.)   (Primary Standard Industrial
 incorporation or organization)                                            Classification Code Number)


                                ----------------
                           8700 WEST BRYN MAWR AVENUE
                             CHICAGO, ILLINOIS 60631
                                  773-380-3000
                                  ------------
    (Address, including zip code, and telephone number, including area code,
            of each of the registrants' principal executive offices)

                       SEE TABLE OF ADDITIONAL REGISTRANTS

                                ----------------
                                  CARY A. GAAN
                               SR. VICE PRESIDENT
                           8700 WEST BRYN MAWR AVENUE
                             CHICAGO, ILLINOIS 60631
                                  773-380-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                ----------------
                                   COPIES TO:
                                  IRV BERLINER
                                  KAHN KLEINMAN
                               2600 ERIEVIEW TOWER
                             1301 EAST NINTH STREET
                           CLEVELAND, OHIO 44114-1824
                                 (216) 696-3311

                                ----------------

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED EXCHANGE OFFER: As soon as
practicable after the effective date of this registration statement.

         If any of the securities being registered on this form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]

         If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

         If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

                                ----------------



                         CALCULATION OF REGISTRATION FEE



- ----------------------------------------------------------------------------------------------------------------------------
                                                                      PROPOSED
                                                                       MAXIMUM          PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF                   AMOUNT TO BE     OFFERING PRICE PER   AGGREGATE OFFERING      AMOUNT OF
      SECURITIES TO BE REGISTERED                 REGISTERED           NOTE(1)              PRICE(1)        REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                
10.5% Senior Notes due 2011                      $235,000,000           100%              $235,000,000         $19,011.50
- ----------------------------------------------------------------------------------------------------------------------------
Guarantees of the 10.5% Senior Notes due 2011    $235,000,000           N/A                   N/A                 (2)
- ----------------------------------------------------------------------------------------------------------------------------


(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(f) under the Securities Act.

(2) No additional registration fee is due for guarantees pursuant to Rule 457(n)
    under the Securities Act.

         THE CO-REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

                         TABLE OF ADDITIONAL REGISTRANTS



                                                                       JURISDICTION OF           I.R.S. EMPLOYER
        EXACT NAME OF ADDITIONAL REGISTRANTS                            INCORPORATION         IDENTIFICATION NUMBER
        ------------------------------------                            -------------         ---------------------
                                                                                        
59th Street Gym LLC                                                       New York                 36-4474644
708 Gym LLC                                                               New York                 36-4474644
Ace, LLC                                                                  New York                 36-4474644
Bally Fitness Franchising, Inc.                                           Illinois                 36-4029332
Bally Franchise RSC, Inc.                                                 Illinois                 36-4028744
Bally Franchising Holdings, Inc.                                          Illinois                 36-4024133
Bally Total Fitness Clinics, Inc.                                         Delaware                 36-4261426
Bally Total Fitness Corporation                                           Delaware                 36-2762953
Bally Total Fitness International, Inc.                                   Michigan                 36-1692238
Bally Total Fitness of Missouri, Inc.                                     Missouri                 36-2779045
Bally Total Fitness of Toledo, Inc.                                         Ohio                   38-1803897
Bally's Fitness and Racquet Clubs, Inc.                                    Florida                 36-3496461
BFIT Rehabilitation Services, Inc.                                        Delaware                 36-4133500
BFIT Rehab of Boca Raton, Inc.                                             Florida                 36-4154175
BFIT Rehab of Kendall, Inc.                                                Florida                 36-4154172
BFIT Rehab of West Palm Beach, Inc.                                        Florida                 36-4154170
Connecticut Coast Fitness Centers, Inc.                                  Connecticut               36-3209546
Connecticut Valley Fitness Centers, Inc.                                 Connecticut               36-3209543
Crunch LA LLC                                                             New York                 36-4474644
Crunch World LLC                                                          New York                 36-4474644
Flambe LLC                                                                New York                 36-4474644
Greater Philly No. 1 Holding Company                                    Pennsylvania               36-3209566
Greater Philly No. 2 Holding Company                                    Pennsylvania               36-3209557
Health & Tennis Corporation of New York                                   Delaware                 36-3628768
Holiday Health Clubs of the East Coast, Inc.                              Delaware                 52-1271028
Holiday Health & Fitness Centers of New York, Inc.                        New York                 36-3209544
Holiday Health Clubs and Fitness Centers, Inc.                            Colorado                 84-0856432
Holiday Health Clubs of the Southeast, Inc.                            South Carolina              52-1230906
Holiday/Southeast Holding Corp.                                           Delaware                 52-1289694
Holiday Spa Health Clubs of California                                   California                36-2763344






                                                                       JURISDICTION OF           I.R.S. EMPLOYER
      EXACT NAME OF ADDITIONAL REGISTRANTS                              INCORPORATION         IDENTIFICATION NUMBER
      ------------------------------------                              -------------         ---------------------
                                                                                        
Holiday Universal, Inc.                                                   Delaware                 52-0820531
Crunch Fitness International, Inc.                                        Delaware                 36-4474644
Jack La Lanne Fitness Centers, Inc.                                       New York                 95-3445399
Jack La Lanne Holding Corp.                                               New York                 95-3445400
Manhattan Sports Club, Inc.                                               New York                 36-3407784
Mission Impossible, LLC                                                  California                36-4474644
New Fitness Holding Co., Inc.                                             New York                 36-3209555
Nycon Holding Co., Inc.                                                   New York                 36-3209533
Physical Fitness Centers of Philadelphia, Inc.                          Pennsylvania               36-3209542
PowerFlex Corporation                                                     Delaware                 36-4318103
Providence Fitness Centers, Inc.                                        Rhode Island               36-3209549
Rhode Island Holding Company                                            Rhode Island               36-3261314
Scandinavian Health Spa, Inc.                                               Ohio                   34-1114683
Scandinavian US Swim & Fitness, Inc.                                        Ohio                   84-1035840
Soho Ho LLC                                                               New York                 36-4474644
Sportslife, Inc.                                                           Georgia                 58-1611545
Sportslife Gwinnett, Inc.                                                  Georgia                 58-1953453
Sportslife Roswell, Inc.                                                   Georgia                 58-1849570
Sportslife Stone Mountain, Inc.                                            Georgia                 58-2069477
Sportslife Town Center II, Inc.                                            Georgia                 58-2454078
Tidelands Holiday Health Clubs, Inc.                                      Virginia                 52-1229398
U.S. Health, Inc.                                                         Delaware                 52-1137373
West Village Gym at the Archives LLC                                      New York                 36-4474644


The address for service of each of the additional registrants is c/o Bally
Total Fitness Holding Corporation, 8700 West Bryn Mawr Avenue, 2nd Floor,
Chicago, Illinois 60631, telephone 773-380-3000. The primary industrial
classification number for each of the additional registrants is 7991.



  THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
    NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
    TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
        SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                Subject to completion, dated September 30, 2003.

                     BALLY TOTAL FITNESS HOLDING CORPORATION

                                OFFER TO EXCHANGE

   $235,000,000 PRINCIPAL AMOUNT OF ITS 10.5% SERIES B SENIOR NOTES DUE 2011,
              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,
    FOR ANY AND ALL OF ITS OUTSTANDING 10.5% SERIES A SENIOR NOTES DUE 2011

         Bally is offering to exchange its 10.5% Series B Senior Notes due 2011,
or the notes, for its currently outstanding 10.5% Series A Senior Notes due
2011, or the old notes. The notes are substantially identical to the old notes,
except that the notes have been registered under the federal securities laws,
will not bear any legend restricting their transfer, and the holders of the
notes will not be entitled to certain rights under the registration rights
agreement, including the provisions for an increase in the interest rate on the
old notes in some circumstances relating to the timing of the exchange offer.
The notes will represent the same debt as the old notes, and Bally will issue
the exchange notes under the same indenture.

         The notes will be Bally's unsecured senior obligations and will rank
senior to all its existing and future subordinated debt. The notes will be
effectively subordinated to Bally's existing and future secured debt, including
debt under its new senior credit facility. The notes will be guaranteed by
certain of Bally's existing and future restricted subsidiaries with
unconditional guarantees that will be unsecured and senior to existing and
future subordinated debt of these subsidiaries.

         The principal features of the exchange offer are as follows:

         -        The exchange offer expires at 5:00 p.m., New York City time,
         on _____________, 2003, unless extended.

         -        Bally will exchange all outstanding notes that are validly
         tendered and not validly withdrawn prior to the expiration of the
         exchange offer.

         -        You may withdraw tendered outstanding notes at any time prior
         to the expiration of the exchange offer.

         -        The exchange of outstanding notes for exchange notes pursuant
         to the exchange offer will not be a taxable event for U.S. federal
         income tax purposes.

         -        Bally will not receive any proceeds from the exchange offer.

         Broker-dealers receiving exchange notes in exchange for outstanding
notes acquired for their own account though market-making or other trading
activities must deliver a prospectus in any resale of the exchange notes.

INVESTING IN THE EXCHANGE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 12.



         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

               The date of this Prospectus is              , 2003.

         Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of
transmittal delivered with this prospectus states that by acknowledging this
commitment and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act of
1933. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of notes received in
exchange for outstanding notes that it acquired as a result of market-making
activities or other trading activities. Bally has agreed that, for a period of
180 days after the completion of the exchange offer, we will make this
prospectus available to any broker-dealer to use in connection with any resales.
See "Plan of Distribution."



                                TABLE OF CONTENTS



                                                                   PAGE
                                                                
Where You Can Find More Information                                  1

Forward-Looking Statements                                           1

Market and Industry Data                                             2

Prospectus Summary                                                   3

Risk Factors                                                        12

The Exchange Offer                                                  19

Use of Proceeds                                                     25

Capitalization                                                      26

Selected Historical Consolidated Financial Data                     27

Management's Discussion and Analysis of Financial Condition
    and Results of Operations                                       30

Business                                                            37

Management                                                          49

Security Ownership of Certain Beneficial Owners and Management      54

Certain Relationships and Related Transactions                      56

Description of Other Indebtedness                                   57

Description of the Notes                                            58

Book-Entry; Delivery and Form                                       91

Certain Federal Income Tax Consequences                             92

Plan of Distribution                                                93

Legal Matters                                                       93

Experts                                                             93

Index to Consolidated Financial Statements                         F-1




                       WHERE YOU CAN FIND MORE INFORMATION

         Bally Total Fitness Holding Corporation and the subsidiary guarantors
have filed with the U.S. Securities and Exchange Commission, or the SEC, the
exchange offer registration statement on Form S-4, which term shall encompass
all amendments, exhibits, annexes and schedules thereto, pursuant to the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
which we refer to collectively as the Securities Act, covering the exchange
notes being offered. THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND
FINANCIAL INFORMATION THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS.
THIS INFORMATION IS AVAILABLE TO YOU WITHOUT CHARGE AT LEAST FIVE (5) DAYS AFTER
YOUR WRITTEN OR ORAL REQUEST TO US AT: 8700 WEST BRYN MAWR AVENUE, CHICAGO,
ILLINOIS 60631, ATTENTION: SECRETARY, OR BY CALLING (773) 380-3000. For further
information with respect to Bally Total Fitness Holding Corporation, the
subsidiary guarantors and the exchange offer, please refer to the exchange offer
registration statement. Statements made in this prospectus as to the contents of
any contract, agreement or other documents referred to are not necessarily
complete. For a more complete understanding and description of each contract,
agreement or other document filed as an exhibit to the exchange offer
registration statement, we encourage you to read the documents contained in the
exhibits.

         You may read and copy any document we file with the SEC at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov. You may also review reports and other information concerning
us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This prospectus contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") including, without
limitation, statements relating to our plans, strategies, objectives,
expectations, intentions and adequacy of resources. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
involve known and unknown risks, uncertainties, and other factors that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements. These factors include, among others, the following:

         -        general economic and business conditions;

         -        the impact of our debt structure;

         -        availability and terms of capital;

         -        competition;

         -        changes in business strategy or plans;

         -        success of operating initiatives, advertising and promotional
                  efforts;

         -        existence of adverse publicity or litigation;

         -        acceptance of new product offerings;

         -        quality of management;

         -        business abilities and judgment of personnel;

         -        changes in, or the failure to comply with, government
                  regulations;

                                       1


         -        protection of our trademarks;

         -        and other factors described in this prospectus or in our
                  filings with the SEC.

         We are under no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Our actual results, performance or achievements could
differ materially from those expressed in, or implied by, the forward-looking
statements. We can give no assurances that any of the events anticipated by the
forward-looking statements will occur or, if any of them do, what impact they
will have on our results of operations and financial condition. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this prospectus.

                            MARKET AND INDUSTRY DATA

         The market and industry data contained in this prospectus are sourced
from reports produced by the International Health, Racquet & Sports Club
Association unless otherwise noted. Although we believe that these independent
sources are reliable, we have not independently verified and cannot assure you
as to the accuracy or completeness of this information. As a result, you should
be aware that the market and industry data contained in this prospectus, and our
beliefs and estimates based on such data, may not be reliable.

         Our trademarks, service marks and trade names include "Bally Total
Fitness(R)", "Bally Sports Clubs(SM)", "Crunch Fitness(SM)", "The Sports Clubs
of Canada(TM)", "Pinnacle Fitness(R)" and "Gorilla Sports(SM)". This prospectus
also contains trademarks, service marks, copyrights and trade names of other
companies.

                                       2


                               PROSPECTUS SUMMARY

         The following summary contains basic information about us and this
offering. It likely does not contain all of the information that is important to
you. For a more complete understanding of this offering, we encourage you to
read this entire document and the documents we have referred you to. As used
herein, "Bally," the "Company," refer to Bally Total Fitness Holding Corporation
and "we," "us," and "our" refer to Bally and its subsidiaries on a consolidated
basis.

                                   OUR COMPANY

         We are the largest commercial operator of fitness centers in North
America. Our fitness centers offer members state-of-the-art fitness facilities
featuring a wide selection of cardiovascular and strength equipment and
extensive personal training, weight-management and group exercise services. In
addition, many of our fitness centers include pools, racquet courts, or other
athletic facilities. As of June 30, 2003, we operated 415 fitness centers
serving 4.0 million members. Our fitness centers are concentrated in major
metropolitan areas in 29 states and Canada, with 348 fitness centers located in
the top 25 metropolitan areas in the United States and Toronto, Canada. We
operate fitness centers in over 50 major metropolitan areas representing 63% of
the United States' population. By clustering our fitness centers in major
metropolitan areas, we are able to reach more existing and potential members
while achieving marketing and operating efficiencies.

         Our members made an estimated 150 million visits to our fitness centers
in 2002. Our active member base provides a ready market for ancillary services
such as personal training, weight management, and group fitness training
programs and for products sold through our on-site Fitness Formula retail
stores. We have created several lines of Bally-branded products that are
marketed both to our members and to other consumers through third-party retail
outlets. One of our most successful product lines is our private-label diet and
performance nutritional supplements. In addition, we have licensed the Bally
brand to third-party manufacturers of fitness equipment.

         Our primary target market is the 18 to 34-year old, middle income
segment of the population. This market segment is serviced by the majority of
our fitness centers which use the Bally Total Fitness(R) service mark. The
nationwide use of this service mark enhances brand identity and increases
advertising efficiencies. To supplement the Bally-branded clubs and to
facilitate our market segmentation strategy, we have opened or acquired 47
facilities during the past few years that operate under upscale brands, such as
Crunch Fitness, The Sports Clubs of Canada, Pinnacle Fitness and Gorilla Sports.
These upscale brands primarily target the 18 to 49-year old, upper income
segment of the population.

                                INDUSTRY OVERVIEW

         The fitness industry has benefited from several key growth drivers,
including increased focus on health and physical fitness, increased research and
medical journal publications discussing the benefits of exercise in reducing the
risk of many diseases, and the aging of the baby boomer generation and their
children. Additionally, the industry has benefited from government reports from
the Surgeon General (Report on Physical Activity & Health (1996) and the Call to
Action to Prevent and Decrease Overweight and Obesity (2002)), which have
emphasized the importance of exercise and physical fitness.

         The national fitness industry includes approximately 17,000 clubs with
approximately 33.8 million members. The industry's compound annual growth rate
of revenues was 8.2% from $6.5 billion in 1993 to $12.2 billion in 2001, and its
compound annual growth in the total number of clubs increased at a rate of 4.8%,
from 11,655 in 1993 to 16,983 in 2001. The demand for club memberships rose in
the same period at a faster pace than supply, as memberships increased at a
compound annual growth rate of 5.0% from 22.9 million in 1993 to 33.8 million in
2001.

         Although the fitness industry benefits from tremendous growth over the
last several years, the industry remains fragmented with less than 10% of
commercial health clubs in the U.S. owned and operated by companies that own
more than 25 clubs.

                                       3


                                COMPANY STRENGTHS

         Largest Fitness Center Operator in North America. We are the largest
commercial operator of fitness centers in North America in terms of revenues,
number of members, and number and square footage of facilities and have over 40
years of operating experience. We hold a leading market position in many large
metropolitan areas, including New York City, Los Angeles, Chicago,
Baltimore/Washington D.C., Boston, Dallas, Houston, Detroit, San Francisco,
Toronto, Portland, Seattle, Philadelphia, Atlanta and Miami. As of June 30,
2003, we operated 415 fitness centers serving approximately 4.0 million members.
Over 86% of our fitness centers are located in markets in which we have five or
more facilities. We believe that our scale and concentration in major
metropolitan areas achieves marketing and operating efficiencies, enhancing our
value to members.

         Significant Brand Recognition. We believe the Bally brand is the most
recognized name in the fitness industry and that this brand awareness increases
the likelihood potential members will recognize our clubs as opposed to those of
our competitors. This brand awareness has also allowed us to benefit from
strategic marketing alliances with leading consumer product companies such as
AOL Time Warner, PepsiCo, Colgate-Palmolive, Unilever, Gatorade, Kellogg Company
and Kraft Foods. We are also capitalizing on the strength of our brand to expand
franchising and joint venture programs domestically and internationally. Through
these programs, we are extending the Bally brand into China, South Korea,
Southeast Asia, the Bahamas, Mexico, and several secondary markets in the United
States. We have also entered licensing arrangements with two of the leading
fitness equipment manufacturers for the manufacture and distribution of
Bally-branded home fitness equipment in the United States and Asia. Further, our
licensed Bally Total Fitness line of portable exercise equipment, including hand
and ankle weights, jump ropes and other personal fitness related merchandise, is
carried in more than 4,000 retail stores in the United States and Canada and our
Bally-branded nutritional products are sold in approximately 4,000 retail
outlets. We believe this brand awareness drives our strong member retention,
enhances our ability to grow sales of ancillary Bally-branded products and
services and facilitates strategic marketing alliances with major consumer
product companies.

         Industry Leading Member Retention. We believe we have the highest
member retention rates in our industry with an average annual retention of over
80%, compared with our competitors' annual retention which we believe to be
between 50-70%. Our retention success is driven by the quality and affordability
of our membership plans and the commitment made by the joining member. In
addition, we have the systems and expertise to track member usage of our
facilities and deliver pricing discounts and special offers to retain members.

         Predictable and Growing Cash Flow. Our high member retention rates,
large member base and substantially fixed operating costs result in predictable
and growing cash flows. Nearly 90% of new members elect to finance their initial
membership fee for up to 36 months, creating a liquid asset on our balance sheet
with a history of stable and consistent cash flows. Our industry leading
retention rates contribute to growing and predictable recurring dues collected
from our members. These cash flows offset a substantially fixed cost operating
structure, stable maintenance capital expenditure requirements of $30-$35
million per year and limited expansion plans for clubs, resulting in predictable
and growing cash flow.

         Large Investment in Fitness Centers. During the past five years we have
invested approximately $400 million in opening or acquiring fitness centers, as
well as improving our existing fitness facilities. This investment has provided
us with a strong base of modern, well-equipped facilities of which 30%, or
approximately 140 clubs, are immature (which we define as having been in
operation for less than five years). Our extensive experience has shown it takes
nearly 10 years for a club's membership base to fully mature, with the facility
achieving its most significant membership growth during the third to seventh
year. As a result, the earnings potential and return on capital invested in our
immature clubs is yet to be fully realized.

         Product and Service Offerings. Prior to 1997, we provided only minimal
services outside of membership programs. Today we employ over 6,000 personal
trainers providing customized, interactive sessions to our members. We also
offer a wide variety of private-label products, including diet and nutritional
supplements, energy bars and performance drinks through our on-site retail
stores. Revenue from products and services has grown from approximately $10.0
million in 1997 to over $215.0 million in 2002. We intend to leverage our broad
membership base and brand strength to continue to expand our health-related
products and services. During 2003, we expect

                                       4


revenues from products and services to be enhanced by the continuing penetration
of existing programs and the addition of new offerings such as our recently
launched Weight Management Program.

         Flexible Membership Plans. We offer a variety of membership options and
payment plans. Our membership options range from single-club memberships to
premium memberships, which provide additional amenities and access to all of our
fitness centers nationwide. Similarly, we offer a broad range of payment
alternatives. Most memberships sold consist of a substantial up front initial
fee and relatively low monthly dues. We provide financing of the initial fee for
up to 36 months at typical retail consumer interest rates. We also offer
"pay-as-you-go" memberships, which require a smaller initial fee paid in cash
and higher monthly payments for the duration of the membership. We believe
offering membership financing requires a high level of technical infrastructure
and operational expertise and, as a result, we are the only major fitness center
operator currently offering both the financing and the pay-as-you-go options. We
believe that this flexibility has greatly improved member retention, allowing us
to offer more affordable membership programs and providing significant
competitive advantages.

         Experienced Management Team. We believe that our management team is one
of the most experienced in the industry. Seven of our senior executives average
over 14 years experience in the industry. In August 2003, we augmented our
management team by adding a new senior vice president and chief marketing
officer with extensive marketing and strategy-related experience. We believe
that our management team has the depth, experience and motivation to manage our
controlled growth strategy.

                                BUSINESS STRATEGY

         Our continuing business focus is to maximize our yield-per-member and
grow our membership base. We define yield-per-member as the dollar amount
generated per member through initiation fees, monthly dues, products and
services revenues and finance charges earned. Our average yield-per-member has
increased from $148 in 1997 to $262 in 2002. We expect to continue to maximize
our yield-per-member as well as grow our membership base using the following
strategies:

         Optimize Our Product and Service Offerings. We are increasingly using
our clubs for the delivery of value-added products and services such as personal
training, private-label nutritional products, group exercise classes, fitness
related merchandise, member magazines and our recently launched Weight
Management Program. Integrating these ancillary products and services into our
core fitness center operations positions Bally as the primary source for all of
our members' wellness and fitness needs. In addition, our private-label
nutritional products are sold in approximately 4,000 select retail, grocery and
drug store outlets and our licensed portable exercise equipment is sold in over
4,000 retail outlets. We are committed to the continuing development and
integration of new and innovative products and services. Our extensive groupings
of club operations and brand mix allow us to "test-market" new products and
services without exposing our entire operation to the outcome of the
introduction.

         Realize the Benefit of Recent Investments. Over the past five years we
have invested approximately $400 million in greenfield expansion, acquisitions,
and expansion of existing facilities. In order to strengthen operating results
and cash flows, we began scaling back our club expansion plans during 2002 and
will continue to do so for the next several years. We intend to focus our
attention on improving operating margins and cash flows in our existing fitness
centers to capitalize on our recent investments and to realize the benefits of
reduced capital expenditures. Due to deferral accounting, our immature fitness
centers generally require nearly a full year of operations before generating
incremental operating income. By slowing club expansion, we intend to realize
the cash flow benefits from reduced capital expenditures as well as the natural
maturation of our existing clubs. During 2002 we had 134 immature clubs. We
expect the immature clubs, as they mature, to contribute higher levels of
operating income.

         Expand and Optimize Our Marketing. We will continue to leverage the
position of the Bally brand, which we believe is the most recognized brand name
of fitness centers in North America. While we historically have relied on
television advertising as the primary vehicle for marketing, we currently are
exploring the use of other media outlets as well as nationally supported member
referral programs. We have also begun to place a greater emphasis on corporate
alliances and in-club marketing programs. Additionally, the Internet represents
a relatively untapped opportunity to market the Bally brand. We have recently
developed strategic web-based partnerships and added

                                       5


functionality to our web site to capture leads and contact information through
the Internet for use in sourcing new members. Internationally, we continue to
market the Bally brand through our joint venture and franchise program in China
and our franchise programs in South Korea, Southeast Asia, Mexico and the
Bahamas. Through these international relationships, over the next five years we
believe it is possible to franchise over 50 fitness centers. We believe our
targeted marketing initiatives in combination with our branded product and
service offerings will lead to increased membership and profitability.

         Improve Operating Efficiencies. After a period of rapid expansion by
adding new clubs in addition to the acquisition of most of our upscale brands,
we are consolidating our operations to realize economies of scale. In
particular, we have launched several initiatives to improve operating
efficiencies and reduce operating costs, including staff reductions. We have
also begun to eliminate local area offices, as well as to modify some of our
incentive and compensation programs to reward profitability. In the second
quarter of 2003, we launched several cost saving initiatives, which are expected
to result in over $20 million of annualized cost savings.

         Our ratio of earnings to fixed charges was 1.2, 1.5, 1.5, 1.7 and 1.0
for the years ended December 31, 1998, 1999, 2000, 2001 and 2002, respectively.
The ratio was 1.8 and 1.5 for the six months ended June 30, 2002 and 2003,
respectively.

         The ratio of earnings to fixed charges is computed by dividing fixed
charges into earnings from continuing operations before income taxes plus fixed
charges and amortization of capitalized interest less interest capitalized.
Fixed charges consist of interest expense, interest capitalized and the
estimated interest component of rent expense.

         Bally is incorporated under the laws of the State of Delaware. Our
executive offices are located at 8700 West Bryn Mawr Avenue, Chicago, Illinois
60631. Our telephone number is (773) 380-3000.

         We maintain a web site at www.ballyfitness.com that provides
information about club locations, program offerings and on-line promotions.
Information contained on this web site, however, is not incorporated into or
otherwise a part of this prospectus.

                                       6


                                  THE OFFERING

         On July 2, 2003, the Company completed an offering of $200.0 million in
aggregate principal amount of its 10.5% Series A Senior Notes due 2011, which
was exempt from registration under the Securities Act. On July 22, 2003, the
Company completed an offering of $35.0 million in the aggregate principal amount
of its 10.5% Series A Senior Notes due 2011, which was exempt from registration
under the Securities Act.

Old Notes                           The Company sold old notes to Deutsche Bank
                                    Securities Inc. and others, as initial
                                    purchasers, on July 2, 2003, and to Deutsch
                                    Bank Securities, Inc. as initial purchaser
                                    on July 22, 2003. The initial purchasers
                                    subsequently resold the old notes to
                                    qualified institutional buyers pursuant to
                                    Rule 144A under the Securities Act and to
                                    non-U.S. persons outside the United States
                                    in reliance on Regulation S under the
                                    Securities Act.

Registration Rights Agreement       In connection with the sale of the old
                                    notes, Bally and its subsidiary guarantors
                                    entered into registration rights agreements
                                    with the initial purchasers. Under the terms
                                    of those agreements, Bally and its
                                    subsidiary guarantors agreed, at its
                                    expense, to:

                                    -   within 90 days after July 2, 2003,
                                        file a registration statement on Form
                                        S-4 with the SEC relating to a
                                        registered exchange offer for the notes
                                        under the Securities Act;

                                    -   use its commercially reasonable efforts
                                        to cause the exchange offer registration
                                        statement to be declared effective under
                                        the Securities Act within 150 days after
                                        July 2, 2003;

                                    -   use its commercially reasonable efforts
                                        to consummate the exchange offer within
                                        180 days after July 2, 2003, and

                                    -   if necessary under certain
                                        circumstances, file a shelf registration
                                        statement for the sale of the old notes
                                        and use all commercially reasonable
                                        means to cause such shelf registration
                                        statement to become effective under the
                                        Securities Act.

                                    If Bally and its subsidiary guarantors fail
                                    to timely file the registration statement,
                                    the SEC fails to declare the registration
                                    statement effective within 150 days after
                                    July 2, 2003, or Bally and its subsidiary
                                    guarantors fail to consummate the exchange
                                    offer within 45 days after the registration
                                    statement is declared effective, Bally must
                                    pay additional interest on all old notes
                                    until the exchange offer is completed or the
                                    registration statement is declared
                                    effective. This exchange offer is made
                                    pursuant to the registration rights
                                    agreement and is intended to satisfy the
                                    rights granted under that agreement, which
                                    will terminate upon completion of the
                                    exchange offer. If Bally or its subsidiary
                                    guarantors do not meet the third
                                    requirement, Bally must pay additional
                                    interest on those old notes not previously
                                    exchanged until the shelf registration is
                                    declared effective.

                                       7


                   SUMMARY OF THE TERMS OF THE EXCHANGE OFFER

         The following is a brief summary of terms of the exchange offer. For a
more complete description of the exchange offer, see "The Exchange Offer."

Securities Offered                  $235,000,000 in aggregate principal amount
                                    of 10.5% Senior Notes due 2011.

Exchange Offer                      The notes are being offered in exchange for
                                    a like principal amount of old notes. Bally
                                    will accept any and all old notes validly
                                    tendered and not withdrawn prior to 5:00
                                    p.m., New York City time, on _____________,
                                    2003. Holders may tender some or all of
                                    their old notes pursuant to the exchange
                                    offer. However, old notes may be tendered
                                    only in integral multiples of $1,000 in
                                    principal amount. The form and terms of the
                                    notes are the same as the form and terms of
                                    the old notes except that:

                                    -    the notes have been registered under
                                         the federal  securities laws and will
                                         not bear any legend restricting their
                                         transfer;

                                    -    the notes bear a different CUSIP
                                         number than the old notes; and

                                    -    the holders of the notes will not be
                                         entitled to certain rights under the
                                         registration rights agreement,
                                         including the provisions for an
                                         increase in the interest rate on the
                                         old notes in some circumstances
                                         relating to the timing of the exchange
                                         offer.

                                    See "The Exchange Offer."

Expiration Date                     The exchange offer will expire at 5:00 p.m.,
                                    New York City time, on _____________, 2003,
                                    unless we decide to extend the exchange
                                    offer.

Conditions to the Exchange Offer    The exchange offer is subject to a number of
                                    customary conditions, some of which may be
                                    waived by us. See "The Exchange
                                    Offer--Conditions to the Exchange Offer."

Procedures for Tendering Old        If you wish to accept the exchange offer,
Notes                               you must complete, sign and date the letter
                                    of transmittal, or a facsimile of the letter
                                    of transmittal, in accordance with the
                                    instructions contained in this prospectus
                                    and in the letter of transmittal. You should
                                    then mail or otherwise deliver the letter of
                                    transmittal, or facsimile, together with the
                                    old notes to be exchanged and any other
                                    required documentation, to the exchange
                                    agent at the address set forth in this
                                    prospectus and in the letter of transmittal.

                                    By executing the letter of transmittal, you
                                    will represent to Bally that, among other
                                    things:

                                    -    any exchange  notes to be received by
                                         you will be acquired in the ordinary
                                         course of business;

                                    -    you have no arrangement or
                                         understanding with any person to
                                         participate in the distribution (within
                                         the meaning of the Securities Act) of
                                         the exchange notes in violation of the
                                         provisions of the Securities Act;

                                    -    you are not an "affiliate" (within the
                                         meaning of Rule 405 under Securities
                                         Act) of Bally; and

                                    -    if you are a broker-dealer that will
                                         receive notes for your own account in

                                       8


                                         exchange for old notes that were
                                         acquired as a result of market-making
                                         or other trading activities, then you
                                         will deliver a prospectus in connection
                                         with any resale of such notes.

                                    See "The Exchange Offer--Procedures for
                                    Tendering" and "Plan of Distribution."

Effect of Not Tendering             Any old notes that are not tendered or that
                                    are tendered but not accepted will remain
                                    subject to the restrictions on transfer.
                                    Since the old notes have not been registered
                                    under the federal securities laws, they bear
                                    a legend restricting their transfer absent
                                    registration or the availability of a
                                    specific exemption from registration. Upon
                                    the completion of the exchange offer, we
                                    will have no further obligations, except
                                    under limited circumstances, to provide for
                                    registration of the old notes under the
                                    federal securities laws. See "The Exchange
                                    Offer--Purpose and Effect."

Interest on the Notes and the       The notes will bear interest from the most
Old Notes                           recent interest payment date to which
                                    interest has been paid on the old notes or,
                                    if no interest has been paid, from July 2,
                                    2003. Interest on the old notes accepted for
                                    exchange will cease to accrue upon the
                                    issuance of the exchange notes.

Withdrawal Rights                   Tenders of old notes may be withdrawn at any
                                    time prior to 5:00 p.m., New York City time,
                                    on the expiration date.

Federal Tax Consequences            There will be no federal income tax
                                    consequences to you if you exchange your old
                                    notes for exchange notes in the exchange
                                    offer. See "Certain Federal Income Tax
                                    Consequences."

Use of Proceeds                     Bally will not receive any proceeds from the
                                    issuance of notes pursuant to the exchange
                                    offer.

Exchange Agent                      U.S. Bank National Association, the trustee
                                    under the indenture, is serving as exchange
                                    agent in connection with the exchange offer.

                                       9


                   SUMMARY OF THE TERMS OF THE NOTES

         The following is a brief summary of the terms of the notes. The
financial terms and covenants of the notes are the same as the old notes. For a
more complete description of the terms of the notes, see "Description of the
Notes."

Issuer...........................   Bally Total Fitness Holding Corporation.

Securities Offered...............   $235,000,000 principal amount of 10 1/2%
                                    senior notes due 2011.

Maturity.........................   July 15, 2011.

Interest Rate....................   10 1/2% per year (calculated using a 360-day
                                    year).

Interest Payment Dates...........   January 15 and July 15, beginning on January
                                    15, 2004. The notes will be sold with
                                    accrued interest from July 2, 2003.

Guarantees.......................   All payments of the notes, including
                                    principal and interest, will be jointly and
                                    severally guaranteed on a senior unsecured
                                    basis by certain of Bally's existing and
                                    future restricted subsidiaries. The
                                    guarantees may be released under certain
                                    circumstances.

Ranking..........................   The notes and the guarantees will rank:

                                             -   equal in right of payment to
                                             all of Bally's and the guarantors'
                                             existing and future senior
                                             indebtedness;

                                             -   senior in right of payment to
                                             Bally's and the guarantors'
                                             existing and future subordinated
                                             indebtedness; and

                                             -   effectively junior to Bally's
                                             and the guarantors' secured
                                             indebtedness.

                                    As of June 30, 2003, after giving effect to
                                    the sale of the old notes and the other
                                    refinancing transactions that took place on
                                    July 2, 2003, and the use of the proceeds
                                    from the sale of additional old notes on
                                    July 22, 2003 we estimate that we and our
                                    subsidiaries would have had $210.9 million
                                    of secured debt outstanding and
                                    approximately $94.0 million, subject to
                                    certain limitations, available to borrow
                                    under the new credit facility.

Optional Redemption..............   Except as noted below, Bally cannot redeem
                                    the notes until July 15, 2007. Thereafter
                                    Bally may redeem some or all of the notes at
                                    the redemption prices listed in the
                                    "Description of Notes" section under the
                                    heading "Redemption," plus accrued and
                                    unpaid interest, if any.

                                    At any time (which may be more than once)
                                    before July 15, 2006, Bally can choose to
                                    redeem up to 35% of the outstanding notes
                                    with money that it raises in one or more
                                    equity offerings, so long as:

                                             -   Bally pays 110.50% of the face
                                             amount of the notes plus accrued
                                             and unpaid interest;

                                             -   Bally redeems the notes within
                                             90 days of completing the equity
                                             offering; and

                                       10


                                             -   at least 65% of the aggregate
                                             principal amount of the notes
                                             originally issued remains
                                             outstanding afterwards.

Change of Control Offer..........   If Bally experiences a change in control,
                                    Bally must, subject to certain conditions,
                                    give holders of the notes the opportunity to
                                    sell it their notes at 101% of their
                                    principal amount, plus accrued and unpaid
                                    interest, if any.

Asset Sale Proceeds..............   If Bally or its restricted subsidiaries
                                    engage in asset sales, Bally generally must
                                    either invest the net cash proceeds from
                                    such sales in its business within a period
                                    of time, repay debt under its credit
                                    facility or, under certain conditions, make
                                    an offer to purchase a principal amount of
                                    the notes equal to the excess net cash
                                    proceeds. The purchase price of the notes
                                    will be 100% of their principal amount, plus
                                    accrued and unpaid interest, if any.

Certain Indenture Provisions.....   The indenture governing the notes contains
                                    covenants that, among other things, limit
                                    Bally's (and certain of our restricted
                                    subsidiaries') ability to:

                                             -   incur additional debt;

                                             -   pay dividends or distributions
                                             on capital stock or repurchase
                                             capital stock;

                                             -   issue preferred stock of
                                             subsidiaries;

                                             -   make certain investments;

                                             -   create liens on our assets to
                                             secure debt;

                                             -   enter into transactions with
                                             affiliates;

                                             -   merge or consolidate with
                                             another company; and

                                             -   transfer and sell assets.

                                    These covenants are subject to a number of
                                    important limitations and exceptions. See
                                    "Description of Notes--Certain Covenants."

Risk Factors.....................   Investing in the notes involves substantial
                                    risks. See "Risk Factors" for a description
                                    of certain of the risks you should consider
                                    before investing in the notes.

                                       11


                                  RISK FACTORS

         Investing in the notes involves a high degree of risk. You should
carefully consider the following risk factors and all other information
contained in this prospectus before making an investment decision. The
occurrence of any one or more of the following could materially adversely affect
your investment in the notes or our business and operating results.

                         RISKS RELATING TO THIS OFFERING

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER THESE NOTES.

         We have now and, after this offering, will continue to have a
significant amount of indebtedness. On June 30, 2003, after giving pro forma
effect to the sale of $235.0 million principal amount of old notes and the use
of the proceeds thereof, we would have had total indebtedness of $753.5 million
(including outstanding letters of credit of $6.0 million). Long-term debt was
approximately 58% of total capitalization.

         Our substantial indebtedness could have important consequences to you.
For example, it could:

          -    make it more difficult for us to satisfy our obligations with
               respect to these notes;

          -    increase our vulnerability to general adverse economic and
               industry conditions;

          -    require us to dedicate a substantial portion of our cash flow
               from operations to payments on our indebtedness, thereby reducing
               the availability of our cash flow to fund working capital,
               capital expenditures and other general corporate purposes;

          -    limit our flexibility in planning for, or reacting to, changes in
               our business and the industry in which we operate;

          -    place us at a competitive disadvantage compared to our
               competitors that have less debt; and

          -    limit our ability to borrow additional funds.

COVENANT RESTRICTIONS UNDER OUR INDEBTEDNESS MAY LIMIT OUR ABILITY TO OPERATE
OUR BUSINESS AND, IN SUCH AN EVENT, WE MAY NOT HAVE SUFFICIENT ASSETS TO PAY
AMOUNTS DUE TO YOU ON THE NOTES.

         Bally's new credit facility, the indenture governing the notes and
certain of our other agreements regarding our indebtedness contain, among other
things, covenants that may restrict our and our restricted subsidiaries' ability
to finance future operations or capital needs or to engage in other business
activities. The indenture governing our existing senior subordinated notes
contains covenants that limit our ability to incur additional indebtedness, pay
dividends, prepay certain indebtedness, dispose of certain assets, create liens
and make certain investments or acquisitions. The new credit facility and the
indenture do restrict, among other things, our ability and the ability of our
restricted subsidiaries to:

         -     borrow money;

         -     pay dividends or make distributions;

         -     purchase or redeem stock;

         -     make investments and extend credit;

         -     engage in sale-leaseback transactions;

                                       12


         -        consummate certain asset sales;

         -        effect a consolidation or merger or sell, transfer, lease or
                  otherwise dispose of all or substantially all of our assets;
                  and

         -        create liens on our assets.

         In addition, the new credit facility requires Bally to maintain
specified financial ratios and satisfy certain financial condition tests that
may require that Bally take action to reduce our debt or to act in a manner
contrary to its business objectives. Events beyond our control, including
changes in general economic and business conditions, may affect Bally's ability
to meet those financial ratios and financial condition tests. We cannot assure
you that Bally will meet those tests or that the lenders will waive any failure
to meet those tests. A breach of any of these covenants would result in a
default under the new credit facility and a cross-acceleration of the notes
under the indenture and the indenture governing our Series D Subordinated Notes.
If an event of default under the new credit facility occurs, the lenders could
elect to declare all amounts outstanding thereunder, together with accrued
interest, to be immediately due and payable. In such an event, Bally cannot
assure you that we would have sufficient assets to pay amounts due on the notes.
As a result, you may receive less than the full amount you would be otherwise
entitled to receive on the notes.

DESPITE CURRENT INDEBTEDNESS LEVELS, WE AND OUR SUBSIDIARIES MAY STILL BE ABLE
TO INCUR SUBSTANTIALLY MORE DEBT. THIS COULD FURTHER EXACERBATE THE RISKS
ASSOCIATED WITH OUR EXISTING LEVERAGE.

         We and our subsidiaries may be able to incur substantial additional
indebtedness, including additional secured debt, in the future. The terms of the
indenture do not fully prohibit us or our subsidiaries from doing so. As of June
30, 2003, on an as adjusted basis after giving effect to the sale of $235.0
million principal amount of old notes, the new credit facility would permit
additional borrowings of up to $94.0 million after giving effect to outstanding
letters of credit of $6.0 million. If new debt is added to our and our
subsidiaries' current debt levels, the related risks that we and they now face
could intensify. See "Description of Other Indebtedness" for additional
information.

TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS, SOME OF WHICH ARE BEYOND OUR
CONTROL.

         Our ability to make payments on and to refinance our indebtedness,
including these notes, and to fund planned capital expenditures depends on our
ability to generate cash in the future. This, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control.

         We cannot assure you that our business will generate sufficient cash
flow from operations, that currently anticipated cost savings and operating
improvements will be realized on schedule or that future borrowings will be
available to us under our new credit facility in an amount sufficient to enable
us to pay our indebtedness, including these notes, or to fund our other
liquidity needs. Bally's existing senior subordinated notes and the new credit
facility will mature prior to these notes. In addition, $30 million of principal
on our Series 2001-1 accounts receivable-backed variable funding certificates
issued under our securitization facility is scheduled to begin amortizing in
November 2003. We have extended the commitment on the balance of the facility on
a revolving basis through July 2005. We may need to refinance all or a portion
of our indebtedness, including these notes, on or before maturity. We cannot
assure you that we will be able to refinance any of our indebtedness, including
our new credit facility and these notes, on commercially reasonable terms or at
all.

YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES IS EFFECTIVELY SUBORDINATED TO THE
RIGHTS OF OUR EXISTING AND FUTURE SECURED CREDITORS. FURTHER, THE GUARANTEES OF
THESE NOTES ARE EFFECTIVELY SUBORDINATED TO ALL OUR GUARANTORS' EXISTING AND
FUTURE SECURED INDEBTEDNESS.

         Holders of our secured indebtedness and the secured indebtedness of the
guarantors have claims that are prior to your claims as holders of the notes to
the extent of the value of the assets securing that other indebtedness. Notably,
we and certain of our subsidiaries, including the guarantors, are parties to the
new credit facility, which is

                                       13


secured by liens on substantially all of our assets and the assets of the
guarantors. The notes will be effectively subordinated to all that secured
indebtedness. In the event of any distribution or payment of our assets in any
foreclosure, dissolution, winding-up, liquidation, reorganization, or other
bankruptcy proceeding, holders of secured indebtedness will have prior claim to
those of our assets that constitute their collateral. Holders of the notes will
participate ratably with all holders of our senior unsecured indebtedness, and
with all of our other general creditors, based upon the respective amounts owed
to each holder or creditor, in our remaining assets. Our existing senior
subordinated notes, the Series 2001-1 accounts receivable-backed variable
funding certificates and the new credit facility will mature prior to these
notes. In any of the foregoing events, we cannot assure you that there will be
sufficient assets to pay amounts due on the notes. As a result, holders of notes
may receive less, ratably, than holders of secured indebtedness.

         As of June 30, 2003, on an as adjusted basis after giving effect to the
sale of $235.0 million principal amount of old notes, the aggregate amount of
our secured indebtedness and the secured indebtedness of our subsidiaries would
have been approximately $210.9 million, and approximately $94.0 million would
have been available for additional borrowing under the new credit facility after
giving effect to outstanding letters of credit of $6.0 million. We will be
permitted, subject to certain conditions, to borrow substantial additional
indebtedness, including senior debt, in the future under the terms of the
indenture. See "Description of Other Indebtedness."

YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES COULD BE ADVERSELY AFFECTED IF ANY
OF OUR NON-GUARANTOR SUBSIDIARIES DECLARE BANKRUPTCY, LIQUIDATE OR REORGANIZE.

         Some but not all of our subsidiaries guarantee the notes. In the event
of a bankruptcy, liquidation or reorganization of any of our non-guarantor
subsidiaries, holders of their indebtedness and their trade creditors will
generally be entitled to payment of their claims from the assets of those
subsidiaries before any assets are made available for distribution to us.

         Assuming Bally completed the sale of $235.0 million principal amount of
old notes on June 30, 2003, these notes would have been effectively junior to
$155.1 of indebtedness and other liabilities (including trade payables) of our
non-guarantor subsidiaries and approximately $0.5 million would have been
available to those subsidiaries for future borrowing under their credit
facilities. Our non-guarantor subsidiaries generated 3.5% of our consolidated
revenues in the twelve-month period ended June 30, 2003 and held 36% of our
consolidated assets as of June 30, 2003. See our condensed consolidating
financial statements contained in the notes to our financial statements at the
back of this prospectus.

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
OF CONTROL OFFER REQUIRED BY THE INDENTURE.

         Upon the occurrence of certain specific kinds of change of control
events, Bally will be required to offer to repurchase all outstanding notes at
101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of repurchase. However, it is possible that Bally will not have
sufficient funds at the time of the change of control to make the required
repurchase of notes. In addition, restrictions in the new credit facility will
limit Bally's ability to repurchase the notes. Our future debt agreements may
contain similar restrictions and provisions. If the holders of the notes
exercise their right to require us to repurchase all of the notes upon a change
of control, the financial effect of this repurchase could cause a default under
our other debt, even if the change of control itself would not cause a default.
Furthermore, certain important corporate events, such as leveraged
recapitalizations that would increase the level of our indebtedness, would not
constitute a "Change of Control" under the indenture. See "Description of
Notes."

                                       14


FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE NOTE HOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS.

         Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee could be voided, or claims in respect of a
guarantee could be subordinated to all other debts of that guarantor if, among
other things, the guarantor, at the time it incurred the indebtedness evidenced
by its guarantee:

         -        incurred the guarantee of the notes with the intent of
                  hindering, delaying or defrauding current or future creditors;
                  or

         -        received less than reasonably equivalent value or fair
                  consideration for the incurrence of such guarantee and such
                  guarantor:

         -        was insolvent or rendered insolvent by reason of such
                  incurrence; or

         -        was engaged in a business or transaction for which the
                  guarantor's remaining assets constituted unreasonably small
                  capital; or

         -        intended to incur, or believed that it would incur, debts
                  beyond its ability to pay such debts as they mature.

         In addition, any payment by that guarantor pursuant to its guarantee
could be voided and required to be returned to the guarantor, or to a fund for
the benefit of the creditors of the guarantor.

         The measures of insolvency for purposes of these fraudulent transfer
laws will vary depending upon the law applied in any proceeding to determine
whether a fraudulent transfer has occurred. Generally, however, a guarantor
would be considered insolvent if, at the time it incurred the debt or issued the
guarantee:

         -        the sum of its debts, including contingent liabilities, was
                  greater than the fair saleable value of all of its assets; or

         -        if the present fair saleable value of its assets was less than
                  the amount that would be required to pay its probable
                  liability on its existing debts, including contingent
                  liabilities, as they become absolute and mature; or

         -        it could not pay its debts as they become due.

         On the basis of historical financial information, recent operating
history and other factors, we believe that each guarantor, after giving effect
to its guarantee of these notes, will not be insolvent, will not have
unreasonably small capital for the business in which it is engaged and will not
have incurred debts beyond its ability to pay such debts as they mature. We
cannot assure you, however, as to what standard a court would apply in making
these determinations or that a court would agree with our conclusions in this
regard.

         If a guarantee is voided as a fraudulent conveyance or found to be
unenforceable for any other reason, you will not have a claim against that
guarantor and will only be a creditor of Bally and any guarantor whose
obligation was not set aside or found to be unenforceable.

YOU MAY BE ADVERSELY AFFECTED IF YOU DO NOT EXCHANGE YOUR NOTES.

         If you do not exchange your old notes for notes pursuant to the
exchange offer, you will continue to be subject to the transfer restrictions on
your old notes. You will have no further registrations rights. The transfer
restrictions on your old notes arise because we issued the old notes pursuant to
exemptions from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state securities laws. In
general, you may only offer or sell the old notes if they are registered under
the Securities Act and applicable state securities laws, or offered and sold
pursuant to an exemption from those requirements. Bally does not intend to
register the old notes under the Securities Act. In addition, if you exchange
your old notes in the exchange offer for the purpose of

                                       15


participating in a distribution of the new notes, you may be deemed to have
received restricted securities. In those circumstances, you will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. To the extent old
notes are tendered and accepted in the exchange offer, the trading market, if
any, for the old notes would be adversely affected.

THERE IS NO PUBLIC MARKET FOR THE NOTES, SO YOU MAY BE UNABLE TO SELL THEM.

         Bally will not list the notes on any securities exchange. These notes
are new securities for which there is currently no market. The notes may trade
at a discount from their initial offering price, depending upon prevailing
interest rates, the market for similar securities, our performance and other
factors. We have been advised by the initial purchasers that they intend to
make a market in the notes, as well as the old notes, as permitted by applicable
laws and regulations. However, they are not obligated to do so and their market
making activities may be limited during our exchange offer. Therefore, we cannot
assure you that an active market for the notes will develop.

IF A MARKET DEVELOPS FOR THE NOTES, THE NOTES MIGHT TRADE AT VOLATILE PRICES.

         If a market develops for the notes, the notes might trade at prices
higher or lower than their initial public offering price. The trading price
would depend on many factors, such as prevailing interest rates, the market for
similar securities, general economic conditions and our financial condition,
performance and prospects.

YOU MUST TENDER THE OLD NOTES IN ACCORDANCE WITH PROPER PROCEDURES IN ORDER TO
ENSURE THE EXCHANGE WILL OCCUR.

         Bally will only exchange old notes for notes if you follow the proper
procedures, as detailed in this prospectus. Bally will issue the notes in
exchange for the old notes if the exchange agent receives the old notes or a
book-entry confirmation, a properly completed and executed transmittal letter,
or an agent's message, and all other required documentation in a timely manner.
If you want to tender your old notes in exchange for notes, you should allow
sufficient time to ensure timely delivery. Neither Bally nor the exchange agent
is under any duty to give you notification of defects or irregularities with
respect to tenders of old notes for exchange. In addition, if you are an
affiliate of Bally or you tender the old notes in the exchange offer in order
to participate in a distribution of the notes, you will be required to comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale transaction. For additional information, please
refer to the sections entitled "The Exchange Offer" and "Plan of Distribution."

                         RISKS RELATING TO OUR BUSINESS

THE POSITIVE RESULTS ACHIEVED FROM INTRODUCING PRODUCTS AND SERVICES DURING THE
MOST RECENT THREE YEARS MAY NOT CONTINUE IN THE FUTURE.

         We have introduced a number of business initiatives to capitalize on
our brand identity, distribution infrastructure, significant member base and
frequency of visitation. These initiatives primarily focus on selling ancillary
products and services to our members within our fitness centers and include:
providing personal training services; selling private-label nutritional
products; opening retail stores within our fitness centers that sell nutritional
products, work-out apparel and related accessories; and rehabilitative and
physical therapy services. However, before 1998, we had not previously generated
significant revenues from any of these new business initiatives and they may not
continue to be successful in the future. We have limited experience in marketing
products to our members. The sale and marketing of nutritional products and
workout apparel and related accessories and the provision of rehabilitative and
physical therapy services involve significant risk of competition. See
"Business--Competition."

                                       16


WE MAY NOT BE ABLE TO CONTINUE TO COMPETE EFFECTIVELY IN EACH OF OUR MARKETS IN
THE FUTURE.

         The fitness club industry is highly competitive. Within each market in
which we operate, we compete with other commercial fitness centers, physical
fitness and recreational facilities established by local governments, hospitals
and businesses for their employees, the YMCA and similar organizations and, to a
certain extent, with racquet, tennis and other athletic clubs, country clubs,
weight reducing salons and the home-use fitness equipment industry. We also
compete, to some extent, with entertainment and retail businesses for the
discretionary income of our target markets. We may not be able to continue to
compete effectively in each of our markets in the future. Additionally,
competitive conditions may limit our ability to maintain or increase pricing of
initial membership fees and may impact our ability to attract new members.

         As we pursue new business initiatives, particularly the sale of
nutritional products and apparel, we will be competing against large,
established companies with more experience selling products on a retail basis.
In some instances, our competitors for these products have substantially greater
financial resources than us. We may not be able to compete effectively against
these established companies.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND CHANGES IN THESE
REGULATIONS COULD HAVE A NEGATIVE EFFECT ON OUR FINANCIAL CONDITION.

         Our operations and business practices are subject to federal, state and
local government regulations in the various jurisdictions in which our fitness
centers are located and where our nutritional products are sold, including:

         -        general rules and regulations of the Federal Trade Commission
                  (the "FTC"), state and local consumer protection agencies and
                  state statutes that prescribe provisions of membership
                  contracts and that govern the advertising, sale, financing and
                  collection of membership fees and dues;

         -        state and local health regulations; and

         -        federal regulation of health and nutritional supplements.

         We are also a party to several state and federal consent orders. These
consent orders essentially require continued compliance with applicable laws and
require us to refrain from activities not in compliance with applicable laws.
From time to time, we make minor adjustments to our operating procedures to
remain in compliance with applicable laws and we believe our operations are in
material compliance with all applicable statutes, rules and regulations. Our
failure to comply with these statutes, rules and regulations may result in fines
or penalties. These may include regulatory or judicial orders enjoining or
curtailing aspects of our operations. It is difficult to predict the future
development of such laws or regulations, and although we are not aware of any
proposed changes, any changes in such laws could have a material adverse effect
on our financial condition and results of operations.

         We are, and have been in the past, named as defendants in a number of
purported class action lawsuits based on alleged violations of state and local
consumer protection laws and regulations governing the sale, financing and
collection of membership fees. To date we have successfully defended or settled
such lawsuits without a material adverse effect on our financial condition or
results of operation. However, we cannot assure you that we will be able to
successfully defend or settle all pending or future purported class action
claims, and our failure to do so may have a material adverse effect on our
financial condition. See "Business--Government Regulation."

OUR TRADEMARKS AND TRADE NAMES MAY BE MISAPPROPRIATED OR SUBJECT TO CLAIMS OF
INFRINGEMENT.

         We attempt to protect our trademarks and trade names through a
combination of trademark and copyright laws, as well as licensing agreements and
third-party nondisclosure and assignment agreements. Our failure to obtain or
maintain adequate protection of our intellectual property rights for any reason
could have a material adverse effect on our business, results of operations and
financial condition.

                                       17


IF WE DO NOT RETAIN OUR KEY PERSONNEL OR FAIL TO ATTRACT AND RETAIN OTHER HIGHLY
SKILLED EMPLOYEES OUR BUSINESS WILL SUFFER.

         The success of our business is heavily dependent on the leadership of
our key management personnel, including: Paul Toback, our Chairman, President
and Chief Executive Officer; John Dwyer, our Chief Financial Officer; William
Fanelli, our Senior Vice President, Finance; Cary Gaan, our General Counsel;
Harold Morgan, our Chief Administrative Officer and John Wildman, our Chief
Operating Officer. Currently we have entered into employment agreements with
Messrs. Toback, Dwyer, Fanelli, Gaan, Morgan and Wildman. If any of these
persons were to leave, it might be difficult to replace them, and our business
could be harmed. See "Management." In addition, we cannot assure you that we can
attract and retain sufficient qualified personnel to meet our business needs.

WE COULD BE SUBJECT TO CLAIMS RELATED TO HEALTH OR SAFETY RISKS AT OUR CLUBS.

         Use of our clubs poses some potential health or safety risks to members
or guests through the use of our services and facilities. We cannot assure you
that claims against us by members or their guests will not be asserted or that
we would be able to successfully defend any such claim. We also cannot assure
you that we will be able to maintain our general liability insurance on
acceptable terms in the future or that such insurance will provide adequate
coverage against potential claims.

THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS ARE BASED ON OUR
PREDICTIONS OF FUTURE PERFORMANCE. AS A RESULT, YOU SHOULD NOT PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.

         This prospectus includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
including, in particular, the statements about our plans, strategies, and
prospects under the headings "Prospectus Summary," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business."
Although we believe that our plans, intentions and expectations reflected in or
suggested by these forward-looking statements are reasonable, we cannot assure
you that our plans, intentions or expectations will be achieved. Important
factors that could cause actual results to differ materially from the
forward-looking statements we make in this prospectus are set forth above in
this "Risk Factors" section and elsewhere in this prospectus. All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these cautionary statements.

                                       18


                               THE EXCHANGE OFFER

PURPOSE AND EFFECT

         Bally, and its subsidiary guarantors, entered into registration rights
agreements, dated as of July 2 and July 22, 2003, respectively, with the initial
purchaseres of the old notes, which require that Bally file a registration
statement under the Securities Act, at its own expense, with respect to the
notes and, upon the effectiveness of that registration statement, offer to the
holders of the old notes the opportunity to exchange their old notes for a like
principal amount of notes. The notes will be issued without a restrictive legend
and generally may be reoffered and resold without registration under the
Securities Act. The registration rights agreements further provide that Bally
must use all commercially reasonable efforts to cause the registration statement
with respect to the exchange offer to be declared effective within 150 days of
July 2, 2003 (the "Issue Date"). It further provides that we must use all
commercially reasonable efforts to consummate the exchange offer within 180 days
after the Issue Date.

         Except as described below, upon the completion of the exchange offer,
our obligations with respect to the registration of the old notes and the notes
will terminate. Copies of the registration rights agreements have been filed as
exhibits to the registration statement of which this prospectus is a part, and
this summary of the material provisions of the registration rights agreements
does not purport to be complete and is qualified in its entirety by reference to
the complete registration rights agreements. As a result of the timely filing
and the effectiveness of the registration statement, Bally will not have to pay
certain additional interest on the old notes as provided in the registration
rights agreements. Following the completion of the exchange offer, holders of
old notes not tendered will not have any further registration rights other than
as set forth in the paragraphs below, and those old notes will continue to be
subject to certain restrictions on transfer. Accordingly, the liquidity of the
market for the old notes could be adversely affected upon consummation of the
exchange offer.

         In order to participate in the exchange offer, a holder must represent
         to Bally, among other things, that:

         -        any notes received by it will be acquired in the ordinary
                  course of business;

         -        at the time of the commencement of the exchange offer, it has
                  no arrangement or understanding with any person to participate
                  in the distribution (within the meaning of the Securities Act)
                  of the notes in violation of the provisions of the Securities
                  Act;

         -        it is not an "affiliate" (as defined in Rule 405 of the
                  Securities Act) of ours;

         -        if the holder is not a broker-dealer, that it is not engaged
                  in, and does not intend to engage in, the distribution of
                  notes; and

         -        if the holder is a broker-dealer, that it will receive notes
                  for its own account in exchange for old notes that were
                  acquired as a result of market-making or other trading
                  activities, and that it will deliver a prospectus in
                  connection with any resale of such notes.

         Under certain circumstances specified in the registration rights
agreements, we may be required to file a "shelf" registration statement for a
continuous offering in connection with certain of the old notes pursuant to Rule
415 under the Securities Act.

         Based on an interpretation by the SEC's staff set forth in no-action
letters issued to third parties unrelated to us, we believe that, with the
exceptions set forth below, the notes issued in the exchange offer may be
offered for resale, resold and otherwise transferred by the holder of such notes
without compliance with the registration and prospectus delivery requirements of
the Securities Act, unless the holder:

         -        acquired the notes other than in the ordinary course of the
                  holder's business;

         -        has an arrangement with any person to engage in the
                  distribution of notes;

         -        is an "affiliate" of ours, within the meaning of Rule 405
                  under the Securities Act; or

                                       19


         -        is a broker-dealer who purchased old notes directly from us
                  for resale under Rule 144A or Regulation S or any other
                  available exemption under the Securities Act.

         Any holder who tenders in the exchange offer for the purpose of
participating in a distribution of the notes cannot rely on this interpretation
by the SEC's staff and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction. Each broker-dealer that receives notes for its own account in
exchange for old notes, where such old notes were acquired by such broker-dealer
as a result of market making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such notes. See "Plan of Distribution." Broker-dealers who acquired old notes
directly from us and not as a result of market making activities or other
trading activities may not rely on the SEC's staff's interpretations discussed
above or participate in the exchange offer and must comply with the prospectus
delivery requirements of the Securities Act in order to sell the old notes.

TERMS OF THE EXCHANGE OFFER

         Upon the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal, Bally will accept any and all
outstanding old notes validly tendered and not withdrawn prior 5:00 p.m., New
York City time, on _________, 2003 or such date and time to which Bally extends
the offer.

         The notes will evidence the same debt as the old notes and will be
issued under the terms of, and entitled to the benefits of, the applicable
indenture relating to the old notes.

         As of the date of this prospectus, old notes representing $235.0
million in aggregate principal amount of 10.5% Series A Notes due 2011 were
outstanding and there was one registered holder, a nominee of the Depository
Trust Company. This prospectus, together with the letter of transmittal, is
being sent to the registered holder and to others believed to have beneficial
interests in the old notes. Bally intends to conduct the exchange offer in
accordance with the applicable requirements of the Exchange Act and the rules
and regulations of the SEC promulgated under the Exchange Act.

         Bally will be deemed to have accepted validly tendered old notes when,
as, and if Bally has given oral or written notice thereof to U.S. Bank National
Association, the exchange agent. The exchange agent will act as agent for the
tendering holders for the purpose of receiving the notes from us. If any
tendered old notes are not accepted for exchange because of an invalid tender,
the occurrence of certain other events set forth under the heading "--Conditions
to the Exchange Offer" or otherwise, certificates for any such unaccepted old
notes will be returned, without expense, to the tendering holder of those old
notes as promptly as practicable after the expiration date unless the exchange
offer is extended.

         Holders who tender old notes in the exchange offer will not be required
to pay brokerage commissions or fees or, subject to the instructions in the
letter of transmittal, transfer taxes with respect to the exchange of old notes
in the exchange offer. We will pay all charges and expenses, other than certain
applicable taxes, applicable to the exchange offer. See "--Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

         The expiration date shall be 5:00 p.m., New York City time, on _______,
2003, unless Bally, in its sole discretion, extends the exchange offer, in which
case the expiration date shall be the latest date and time to which the exchange
offer is extended. In order to extend the exchange offer, Bally will notify the
exchange agent and each registered holder of any extension by oral or written
notice prior to 9:00 a.m., New York City time, on the next business day after
the previously scheduled expiration date. Bally reserves the right, in its sole
discretion:

         -        to delay accepting any old notes, to extend the exchange offer
                  or, if any of the conditions set forth under "--Conditions to
                  the Exchange Offer" shall not have been satisfied, to
                  terminate the exchange offer, by giving oral or written notice
                  of that delay, extension or termination to the exchange agent,
                  or

         -        to amend the terms of the exchange offer in any manner.

         In the event that Bally makes a fundamental change to the terms of the
exchange offer, Bally will file a post-effective amendment to the registration
statement.

                                       20


PROCEDURES FOR TENDERING

         Only a holder of old notes may tender old notes in the exchange offer.
Except as set forth under the heading "--Book-Entry Transfer," to tender in the
exchange offer a holder must complete, sign, and date the letter of transmittal,
or a copy of the letter of transmittal, have the signatures on the letter of
transmittal guaranteed if required by the letter of transmittal, and mail or
otherwise deliver the letter of transmittal or copy to the exchange agent prior
to the expiration date. In addition:

         -        certificates for the old notes must be received by the
                  exchange agent along with the letter of transmittal prior to
                  the expiration date;

         -        a timely confirmation of a book-entry transfer, which we refer
                  to as a book-entry confirmation, of the old notes, if that
                  procedure is available, into the exchange agent's account at
                  The Depository Trust Company, which we refer to as the
                  book-entry transfer facility, following the procedure for
                  book-entry transfer described below, must be received by the
                  exchange agent prior to the expiration date; or

         -        you must comply with the guaranteed delivery procedures
                  described below.

         To be tendered effectively, the letter of transmittal and other
required documents must be received by the exchange agent at the address set
forth under the heading "--Exchange Agent" prior to the expiration date.

         Your tender, if not withdrawn before the expiration date will
constitute an agreement between you and us in accordance with the terms and
subject to the conditions set forth herein and in the letter of transmittal.

         THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK.
INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT YOU USE AN OVERNIGHT OR HAND
DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF
TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO US. YOU MAY REQUEST YOUR BROKERS,
DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE
TRANSACTIONS FOR YOU.

         Any beneficial owner whose old notes are registered in the name of a
broker, dealer, commercial bank, trust company, or other nominee and who wishes
to tender should contact the registered holder promptly and instruct the
registered holder to tender on the beneficial owner's behalf. If the beneficial
owner wishes to tender on the owner's own behalf, the owner must, prior to
completing and executing the letter of transmittal and delivering the owner's
outstanding notes, either make appropriate arrangements to register ownership of
the outstanding notes in the beneficial owner's name or obtain a properly
completed bond power from the registered holder. The transfer of registered
ownership may take considerable time.

         Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act, which is referred to as an
eligible institution, unless outstanding notes tendered pursuant thereto are
tendered:

         -        by a registered holder who has not completed the box entitled
                  "Special Issuance Instruction" on the letter of transmittal;
                  or

         -        for the account of an eligible institution.

         If signatures on a letter of transmittal or a notice of withdrawal, as
the case may be, are required to be guaranteed, the guarantee must be by any
eligible guarantor institution that is a member of or participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program, Stock Exchange Medallion Program or any other
eligible guarantor institution as defined in Rule 17Ad-15 of the Exchange Act.

         If the letter of transmittal is signed by a person other than the
registered holder of any old notes listed in the letter of transmittal, the old
notes must be endorsed or accompanied by a properly completed bond power, signed
by the registered holder as that registered holder's name appears on the old
notes.

                                       21


         If the letter of transmittal or any outstanding notes or bond powers
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and evidence
satisfactory to us of their authority to so act must be submitted with the
letter of transmittal unless waived by us.

         All questions as to the validity, form, eligibility, including time of
receipt, acceptance, and withdrawal of tendered old notes will be determined by
Bally in its sole discretion, and its determination will be final and binding.
Bally reserves the absolute right to reject any and all old notes not properly
tendered or any old notes our acceptance of which would, in the opinion of its
counsel, be unlawful. Bally also reserves the right to waive any defects,
irregularities or conditions of tender as to particular old notes. Bally's
interpretation of the terms and conditions of the exchange offer, including the
instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of old notes must be cured within such time as Bally shall determine. Although
Bally intends to notify holders of defects or irregularities with respect to
tenders of old notes, neither Bally, the exchange agent, nor any other person
shall incur any liability for failure to give that notification. Tenders of old
notes will not be deemed to have been made until such defects or irregularities
have been cured or waived. Any old notes received by the exchange agent that are
not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the exchange agent to the tendering
holders, unless otherwise provided in the letter of transmittal, as soon as
practicable following the expiration date, unless the exchange offer is
extended.

         In addition, Bally reserves the right in its sole discretion to
purchase or make offers for any old notes that remain outstanding after the
expiration date or, as set forth under the heading "--Conditions to the Exchange
Offer," to terminate the exchange offer and, to the extent permitted by
applicable law, purchase old notes in the open market, in privately negotiated
transactions, or otherwise. The terms of any such purchases or offers could
differ from the terms of the exchange offer.

         By tendering, you will be representing to Bally that, among other
things:

         -        any notes to be received by you will be acquired in the
                  ordinary course of business;

         -        you have no arrangement or understanding with any person to
                  participate in the distribution (within the meaning of the
                  Securities Act) of the notes in violation of the provisions of
                  the Securities Act;

         -        you are not an "affiliate" (within the meaning of Rule 405
                  under Securities Act) of ours; and

         -        if you are a broker-dealer that will receive notes for your
                  own account in exchange for old notes that were acquired as a
                  result of market-making or other trading activities, that you
                  will deliver a prospectus in connection with any resale of
                  such notes.

         In all cases, issuance of notes for old notes that are accepted for
exchange in the exchange offer will be made only after timely receipt by the
exchange agent of certificates for such old notes or a timely book-entry
confirmation of such outstanding notes into the exchange agent's account at the
book-entry transfer facility, a properly completed and duly executed letter of
transmittal or, with respect to The Depository Trust Company and its
participants, electronic instructions in which the tendering holder acknowledges
its receipt of and agreement to be bound by the letter of transmittal, and all
other required documents. If any tendered old notes are not accepted for any
reason set forth in the terms and conditions of the exchange offer or if old
notes are submitted for a greater principal amount than the holder desires to
exchange, such unaccepted or non-exchanged old notes will be returned without
expense to the tendering holder or, in the case of outstanding notes tendered by
book-entry transfer into the exchange agent's account at the book-entry transfer
facility according to the book-entry transfer procedures described below, those
non-exchanged old notes will be credited to an account maintained with that
book-entry transfer facility, in each case, as promptly as practicable after the
expiration or termination of the exchange offer.

         Each broker-dealer that receives notes for its own account in exchange
for outstanding old notes, where those outstanding old notes were acquired by
such broker-dealer as a result of market making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of those notes. See "Plan of Distribution."

                                       22


BOOK-ENTRY TRANSFER

         The exchange agent will make a request to establish an account with
respect to the old notes at the book-entry transfer facility for purposes of the
exchange offer within two business days after the date of this prospectus, and
any financial institution that is a participant in the book-entry transfer
facility's systems may make book-entry delivery of old notes being tendered by
causing the book-entry transfer facility to transfer such old notes into the
exchange agent's account at the book-entry transfer facility in accordance with
that book-entry transfer facility's procedures for transfer. However, although
delivery of old notes may be effected through book-entry transfer at the
book-entry transfer facility, the letter of transmittal or copy of the letter of
transmittal, with any required signature guarantees and any other required
documents, must, in any case other than as set forth in the following paragraph,
be transmitted to and received by the exchange agent at the address set forth
under the heading "--Exchange Agent" on or prior to the expiration date or the
guaranteed delivery procedures described below must be complied with.

         The Depository Trust Company's Automated Tender Offer Program, or ATOP,
is the only method of processing exchange offers through The Depository Trust
Company. To accept the exchange offer through ATOP, participants in The
Depository Trust Company must send electronic instructions to The Depository
Trust Company through The Depository Trust Company's communication system
instead of sending a signed, hard copy letter of transmittal. The Depository
Trust Company is obligated to communicate those electronic instructions to the
exchange agent. To tender old notes through ATOP, the electronic instructions
sent to The Depository Trust Company and transmitted by The Depository Trust
Company to the exchange agent must contain the character by which the
participant acknowledges its receipt of and agrees to be bound by the letter of
transmittal.

GUARANTEED DELIVERY PROCEDURES

         If a registered holder of the old notes desires to tender old notes and
the old notes are not immediately available, or time will not permit that
holder's old notes or other required documents to reach the exchange agent
before the expiration date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if:

         -        the tender is made through an eligible institution;

         -        prior to the expiration date, the exchange agent receives from
                  that eligible institution a properly completed and duly
                  executed letter of transmittal or a facsimile of a duly
                  executed letter of transmittal and notice of guaranteed
                  delivery, substantially in the form provided by us, by
                  telegram, telex, fax transmission, mail or hand delivery,
                  setting forth the name and address of the holder of old notes
                  and the amount of old notes tendered and stating that the
                  tender is being made by guaranteed delivery and guaranteeing
                  that within three New York Stock Exchange, Inc., or NYSE,
                  trading days after the date of execution of the notice of
                  guaranteed delivery, the certificates for all physically
                  tendered old notes, in proper form for transfer, or a
                  book-entry confirmation, as the case may be, will be deposited
                  by the eligible institution with the exchange agent; and

         -        the certificates for all physically tendered old notes, in
                  proper form for transfer, or a book-entry confirmation, as the
                  case may be, are received by the exchange agent within three
                  NYSE trading days after the date of execution of the notice of
                  guaranteed delivery.

WITHDRAWAL RIGHTS

         Tenders of old notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the expiration date.

         For a withdrawal of a tender of old notes to be effective, a written
or, for The Depository Trust Company participants, electronic ATOP transmission
notice of withdrawal, must be received by the exchange agent at its address set
forth under the heading "--Exchange Agent" prior to 5:00 p.m., New York City
time, on the expiration date. Any such notice of withdrawal must:

         -        specify the name of the person having deposited the old notes
                  to be withdrawn, whom we refer to as the depositor;

         -        identify the old notes to be withdrawn, including the
                  certificate number or numbers and principal amount of such old
                  notes;

                                       23


         -        be signed by the holder in the same manner as the original
                  signature on the letter of transmittal by which such old notes
                  were tendered, including any required signature guarantees, or
                  be accompanied by documents of transfer sufficient to have the
                  trustee register the transfer of such old notes into the name
                  of the person withdrawing the tender; and

         -        specify the name in which any such old notes are to be
                  registered, if different from that of the depositor.

         All questions as to the validity, form, eligibility and time of receipt
of such notices will be determined by Bally, whose determination shall be final
and binding on all parties. Any old notes so withdrawn will be deemed not to
have been validly tendered for exchange for purposes of the exchange offer. Any
old notes which have been tendered for exchange but which are not exchanged for
any reason will be returned to the holder of those old notes without cost to
that holder as soon as practicable after withdrawal, rejection of tender, or
termination of the exchange offer. Properly withdrawn old notes may be
retendered by following one of the procedures under the heading "--Procedures
for Tendering" at any time on or prior to the expiration date.

CONDITIONS TO THE EXCHANGE OFFER

         Notwithstanding any other provision of the exchange offer, Bally will
not be required to accept for exchange, or to issue exchange notes in exchange
for, any old notes and may terminate or amend the exchange offer if at any time
before the acceptance of those old notes for exchange or the exchange of the
notes for those old notes, Bally determines that the exchange offer violates any
applicable law or applicable interpretation of the Staff of the SEC.

         The foregoing conditions are for Bally's sole benefit and may be
asserted by it regardless of the circumstances giving rise to any such condition
or may be waived by it in whole or in part at any time and from time to time in
its sole discretion. The failure by Bally at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any of those rights and each of
those rights shall be deemed an ongoing right which may be asserted at any time
and from time to time.

         In addition, Bally will not accept for exchange any old notes tendered,
and no notes will be issued in exchange for those old notes, if at such time any
stop order shall be threatened or in effect with respect to the registration
statement of which this prospectus constitutes a part. We are required to use
commercially reasonable efforts to obtain the withdrawal of any stop order at
the earliest possible time.

EXCHANGE AGENT

         All executed letters of transmittal should be directed to the exchange
agent. US Bank National Association has been appointed as exchange agent for the
exchange offer. Questions, requests for assistance and requests for additional
copies of this prospectus or of the letter of transmittal should be directed to
the exchange agent addressed as follows:

         BY MAIL, HAND DELIVERY OR OVERNIGHT COURIER:

         U.S. Bank National Association
         60 Livingston Avenue
         St. Paul, Minnesota 55107
         Attn:  Specialized Finance Department

         BY FACSIMILE:

         (651) 495-8097

         CONFIRM BY TELEPHONE:

         (800) 934-6802

         FOR INFORMATION CALL:

         (800) 934-6802

                                       24


         Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand or by overnight delivery service.

FEES AND EXPENSES

         Bally will not make any payments to brokers, dealers or others
soliciting acceptances of the exchange offer. The principal solicitation is
being made by mail; however, additional solicitations may be made in person or
by telephone by our officers and employees. The estimated cash expenses to be
incurred in connection with the exchange offer will be paid by us and will
include accounting, legal, printing, and related fees and expenses.

TRANSFER TAXES

         Holders who tender their old notes for exchange will not be obligated
to pay any transfer taxes in connection with that tender or exchange, except
that holders who instruct us to register notes in the name of, or request that
old notes not tendered or not accepted in the exchange offer be returned to, a
person other than the registered tendering holder will be responsible for the
payment of any applicable transfer tax on those old notes.

                                 USE OF PROCEEDS

         This exchange offer is intended to satisfy our obligations under the
registration rights agreements, dated July 2, 2003 and July 22, 2003, by and
among Bally, our subsidiary guarantors and the initial purchasers for the old
notes. Bally will not receive any proceeds from the issuance of the notes in the
exchange offer. Bally will receive in exchange old notes in like principal
amount. Bally will retire or cancel all of the old notes tendered in the
exchange offer.

         On July 2, 2003, Bally issued and sold $200.0 million principal amount
of old notes. On July 22, 2003, Bally issued and sold $35.0 million principal
amount of old notes. The net proceeds of the offerings of the old notes, after
deducting fees and expenses, was $228.8 million. Bally used the net proceeds
from the offerings of the old notes to repay indebtedness outstanding under our
old credit facility and our Securitization Series 2001 and for general working
capital purposes.

         Borrowings under the new credit facility bear interest at a variable
rate that, generally is based at Bally's option, upon either the agent banks
prime rate plus 2.75% or a Eurodollar note plus 3.75%. The new credit facility
matures on June 30, 2008.

                                       25


                                 CAPITALIZATION

         The following table sets forth our consolidated cash and capitalization
as of June 30, 2003 on an actual and as adjusted basis to give effect to the
sales of the old notes and the application of the net proceeds. This table
should be read in conjunction with our consolidated financial statements and
related notes contained elsewhere in this prospectus. All amounts are presented
in millions.



                                                               AS OF JUNE 30, 2003
                                                            -------------------------
                                                             ACTUAL       AS ADJUSTED
                                                            --------      -----------
                                                                    
Cash and cash equivalents..............................     $   16.5      $   30.5 (1)
                                                            ========      ========
Senior Debt:
  New credit facility..................................     $     --      $     -- (2)
  Term loan due 2004...................................        132.0            --
  Existing credit facility.............................         54.5            --
  Securitization, Series 2001-1........................        155.0         130.0
  Capital lease obligations............................         32.5          32.5
  Other secured and unsecured obligations..............         50.3          50.3
  Senior notes offered hereby..........................           --         235.4
                                                            --------      --------
     Total senior debt.................................        424.3         448.2
  9 7/8% Senior Subordinated Notes due 2007(incl.
     discount).........................................        299.3         299.3
                                                            --------      --------
     Total debt........................................        723.6         747.5
                                                            --------      --------
  Stockholders' equity.................................        531.9         531.9
                                                            --------      --------
     Total capitalization..............................     $1,255.5      $1,279.4
                                                            ========      ========


- --------------

(1) As of June 30, 2003 our revolver balance and cash balance were $54.5 million
    and $16.5 million, respectively. Our current revolver balance was zero
    as of September 24, 2003, $54.5 million less than the balance at
    June 30, 2003.

(2) Does not reflect $94.0 million available under the new credit facility
    ($100.0 million of total availability reduced by $6.0 million of outstanding
    letters of credit).

                                       26


                 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

         The following table sets forth our selected historical consolidated
financial information for each of the years in the five year period ended
December 31, 2002 and as of the end of each of such years and for each of the
six month periods ended June 30, 2003 and June 30, 2002 and as of the end of
each such six month period. The selected consolidated financial and other data
as of December 31, 2002 and 2001, and for each of the years in the three year
period ended December 31, 2002 were derived from our audited consolidated
financial statements included elsewhere in this prospectus. The selected
consolidated financial and other data as of December 31, 2000, 1999 and 1998,
and for each of the two years ended December 31, 1999 have been derived from our
audited consolidated financial statements which are not included in this
prospectus. The selected historical consolidated financial data as of and for
the six months ended June 30, 2003 and June 30, 2002 have been derived from our
unaudited consolidated financial statements, included elsewhere in this
prospectus. The results for the six month period ended June 30, 2003 are not
necessarily indicative of the results that may be expected for the entire year.

         In the second quarter of 2003, we changed our accounting (effective
January 1, 2003) for the recognition of recoveries of unpaid dues on inactive
membership contracts from accrued-based estimations to a cash basis of
recognition, which is considered a preferable method. As a result, a cumulative
non-cash charge of $15.4 million (net of tax effect of $4.9 million was
recorded). The financial statements show the pro forma effect of this change on
income from continuing operations, net income and earnings per share. In the
first quarter of 2003 we adopted the provisions of Statement of Financial
Accounting Standards No. 143, Accounting for Asset Retirement obligations and
recorded a $.2 million cumulative effect adjustment to reflect this accounting
change. In the first quarter of 2002, we reduced our tax valuation allowance
against net operating losses realized in prior periods by $4.0 million ($.12 per
diluted share). This adjustment decreased the income tax provision, increasing
net income. In the third quarter of 2002, we recorded a special charge of $6.5
million ($.15 per diluted share) to settle a class action lawsuit arising in the
early 1990's. In the fourth quarter of 2002, we recorded a special charge
totaling $65.7 million ($1.54 per diluted share). This charge included $55.0
million ($1.29 per diluted share) netted against net revenues, to increase our
receivable reserves based on assuming an accelerated monetization scenario and
the belief that strengthening of the receivable reserves was warranted, $7.3
million ($.17 per diluted share) to provide for amounts related to a separation
agreement entered into when our former CEO retired, and $3.4 million ($.08 per
diluted share) to write down inventory. In 2002, we adopted Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets,
and ceased amortization of goodwill and indefinite lived trademarks, in
accordance with the provisions of this standard. In the third quarter of 2001,
we recorded a net benefit of special items of $8.3 million ($.27 per diluted
share) to record special charges primarily related to the September 11th tragedy
and a one-time markdown of retail apparel, offset by a reduction of our tax
valuation allowance as a result of our continued improved operating results and
trends. In the fourth quarter of 2000, we recorded a one-time non-cash charge of
$6.5 million ($.24 per diluted share) to write off third-party Internet
investments. In the third quarter of 2000, as a result of our improved operating
results and trends, we reduced our tax valuation allowance by $20.0 million
($.72 per diluted share). In the first quarter of 1999, in accordance with AICPA
Statement of Position 98-5, Reporting Costs of Start-up Activities, we wrote off
unamortized start-up costs of $.3 million ($.01 per share) as a cumulative
effect of a change in accounting principle.

         EBITDA is defined as net income (loss) before depreciation and
amortization, income taxes, interest expense, discontinued operations and other
(and cumulative effect of accounting change, where applicable). We have
presented EBITDA supplementally because we believe this information is useful
given the significance of our depreciation and amortization and because of our
highly leveraged financial position. The table below includes a reconciliation
from net income to EBITDA. This data should not be considered as an alternative
to any measure of performance or liquidity as promulgated under generally
accepted accounting principles (such as cash provided by/used in operating,
investing and financing activities), nor should this data be considered as an
indicator of our overall financial performance. Also, the EBITDA definition used
by us may not be comparable to similarly titled measures reported by other
companies.

         You should read the table below in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our consolidated financial statements and related notes included elsewhere in
this prospectus. All amounts are presented in thousands, except club-related
data and ratios.

                                       27




                                                                                                SIX MONTHS
                                                     YEAR ENDED DECEMBER 31                    ENDED JUNE 30
                                      ---------------------------------------------------    ------------------
                                        1998       1999       2000       2001       2002       2002       2003
                                      -------    -------    -------    -------    -------    -------    -------
                                              (in millions, except club, member, ratio and per share data)
                                                                                   
STATEMENT OF OPERATIONS DATA
Net revenues:
  Membership revenue                  $ 534.1    $ 589.4    $ 659.3    $ 689.5    $ 730.6    $ 371.0    $ 346.4
  Products and services                  32.5       62.6      110.9      144.9      217.7      105.7      149.4
  Miscellaneous revenue                   9.0       11.0       15.7       17.1       19.6        9.9        9.7
  Special charge to
     membership receivable reserve          -          -          -          -      (55.0)         -          -
                                      -------    -------    -------    -------    -------    -------    -------
Total net revenues                      575.6      663.0      785.9      851.5      912.9      486.6      505.5
Operating costs and expenses:
  Fitness center operations             390.7      418.8      466.7      496.9      557.8      277.9      281.6
  Products and services                  22.4       41.6       71.7       91.4      141.6       66.8       94.5
  Member processing and
     collection centers                  40.5       40.9       43.5       42.3       45.3       22.0       23.6
  Advertising                            45.0       47.7       51.5       54.0       55.6       32.9       32.1
  General and administrative             26.1       27.2       29.0       27.3       32.0       15.8       16.7
  Special charges                           -          -        6.5        6.7       17.2          -          -
  Depreciation and amortization          48.3       52.9       65.6       72.9       74.3       36.4       38.6
                                      -------    -------    -------    -------    -------    -------    -------
Operating income (loss)                   2.6       33.9       51.4       60.0      (10.9)      34.8       18.4
Finance charges earned                   50.2       59.4       68.5       67.3       67.8       35.1       37.3
Interest expense                        (41.5)     (52.4)     (62.1)     (58.8)     (55.5)     (28.2)     (27.9)
Other, net                                2.5        2.4        1.8        0.7       (0.6)       0.2       (1.8)
Income from continuing operations
  before income taxes                    13.8       43.3       59.6       69.2        0.8       41.9       26.0
Income tax benefit (provision)           (0.5)      (0.9)      19.0       13.7        4.2       (5.7)      (6.2)
                                      -------    -------    -------    -------    -------    -------    -------
Income from continuing operations        13.3       42.4       78.6       82.9        5.0       36.2       19.8
Discontinued operations:
  Loss from discontinued
     operations, net of tax                 -          -          -       (2.2)      (1.5)      (0.7)      (0.6)
  Loss on disposal                          -          -          -          -          -          -       (1.7)
                                      -------    -------    -------    -------    -------    -------    -------
Loss from discontinued operations           -          -          -       (2.2)      (1.5)      (0.7)      (2.3)
Income before cumulative effect of
  changes in accounting principles       13.3       42.4       78.6       80.7        3.5       35.5       17.5
Cumulative effect of changes in
  accounting principles, net of tax         -       (0.2)         -          -          -          -      (15.6)
                                      -------    -------    -------    -------    -------    -------    -------
Net income                            $  13.3    $  42.2    $  78.6    $  80.7    $   3.5    $  35.5    $   1.9
                                      =======    =======    =======    =======    =======    =======    =======
Basic earnings per common share:

  Income from continuing operations   $  0.59    $  1.81    $  3.29    $  2.99    $  0.16    $  1.13    $  0.61
  Loss from discontinued operations         -          -          -      (0.08)     (0.05)     (0.02)     (0.07)
  Cumulative effect of changes in
     accounting principles                  -      (0.01)         -          -          -          -      (0.48)
                                      -------    -------    -------    -------    -------    -------    -------
  Net income per common share         $  0.59    $  1.80    $  3.29    $  2.91    $  0.11    $  1.11    $  0.06
                                      =======    =======    =======    =======    =======    =======    =======
Diluted earnings per common share:

  Income from continuing operations   $  0.51    $  1.56    $  2.84    $  2.78    $  0.15    $  1.08    $  0.60
  Loss from discontinued operations         -          -          -      (0.08)     (0.04)     (0.02)     (0.07)
  Cumulative effect of changes in
     accounting principles                  -      (0.01)         -          -          -          -      (0.47)
                                      -------    -------    -------    -------    -------    -------    -------
  Net income per common share         $  0.51    $  1.55    $  2.84    $  2.70    $  0.11    $  1.06    $  0.06
                                      =======    =======    =======    =======    =======    =======    =======


                                       28




                                                                                                           SIX MONTHS
                                                           YEAR ENDED DECEMBER 31                         ENDED JUNE 30
                                          --------------------------------------------------------    --------------------
                                            1998        1999        2000        2001        2002        2002        2003
                                          --------    --------    --------    --------    --------    --------    --------
                                                                                             
BALANCE SHEET DATA (AT PERIOD END):
  Cash and equivalents                    $   64.4    $   23.5    $   13.1    $    9.3    $   12.9    $   13.3    $   16.5
  Installment contracts receivable, net      406.4       469.3       540.3       528.0       522.6       592.0       537.9
  Total assets                             1,128.8     1,348.6     1,560.6     1,716.9     1,771.9     1,840.3     1,752.6
  Total long-term debt                       488.0       603.4       691.9       665.2       726.8       716.9       723.7
  Stockholders' equity                       161.8       212.5       297.8       512.7       529.5       560.0       531.9

OTHER FINANCIAL DATA:
Cash provided by (used in):
  Operating activities                    $  (32.0)   $   39.1    $   49.2    $  101.8    $   53.5    $   26.9    $   31.4
  Investing activities                       (79.0)     (138.0)     (112.5)     (121.9)      (93.3)      (60.8)      (20.6)
  Financing activities                       113.7        58.0        52.9        16.3        43.4        37.8        (7.2)

Ratio of total debt to EBITDA (1)              4.8         4.1         3.6         3.2         3.6         6.7         7.7
Ratio of EBITDA (1) to interest expense        2.4         2.8         3.1         3.5         3.7         3.8         3.4
Ratio of earnings to fixed charges (2)         1.2         1.5         1.5         1.7         1.0         1.8         1.5

CLUB-RELATED DATA:
Total number of clubs at end of period         324         363         384         405         410         415         415
Clubs opened or acquired                        17          46          31          37          21          16           6
Clubs closed                                     6           7          10          16          16           6           1
Members at end of period                     3,630       3,698       3,827       3,936       3,957       3,978       3,978
Yield per average number of members (1)   $    170    $    197    $    227    $    239    $    262    $    132    $    137


(1) EBITDA as adjusted (excludes special charges).

(2) The ratio of earnings to fixed charges is computed by dividing fixed charges
    into earnings from continuing operations before income taxes plus fixed
    charges and amortization of capitalized interest less interest capitalized.
    Fixed charges consist of interest expense, interest capitalized and the
    estimated interest component of rent expense.

                     RECONCILIATION OF NET INCOME TO EBITDA



                                                                                                 SIX MONTHS
                                                         YEAR ENDED DECEMBER 31                 ENDED JUNE 30
                                            ----------------------------------------------    ----------------
                                             1998      1999      2000      2001      2002      2002      2003
                                            ------    ------    ------    ------    ------    ------    ------
                                                                                   
Net Income                                  $ 13.3    $ 42.2    $ 78.6    $ 80.7    $  3.5    $ 35.5    $  1.9
  Add: Depreciation and amortization          48.3      52.9      65.6      72.9      74.3      36.4      38.6
   Interest expense                           41.5      52.4      62.1      58.8      55.5      28.2      27.9
   Income tax benefit (provision)              0.5       0.9     (19.0)    (13.7)     (4.2)      5.7       6.2
   Loss from discontinued operations             -         -         -       2.2       1.5       0.7       2.3
   Cumulative effect of accounting
    changes                                      -       0.2         -         -         -         -      15.6
                                            ------    ------    ------    ------    ------    ------    ------
EBITDA                                       103.6     148.6     187.3     200.9     130.6     106.5      92.5
Add (deduct):
   Stock-based compensation                      -         -         -         -       0.9         -       0.1
   Special charges                               -         -       6.5       6.7      72.2
   Other, net                                 (2.5)     (2.4)     (1.8)     (0.7)      0.6      (0.2)      1.8
                                            ------    ------    ------    ------    ------    ------    ------
EBITDA as adjusted                          $101.1    $146.2    $192.0    $206.9    $204.3    $106.3    $ 94.4
                                            ======    ======    ======    ======    ======    ======    ======


                                       29


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following discussion of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this prospectus.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Revenues from initial membership fees (net of any related allowances)
are deferred and recognized ratably over the weighted-average expected life of
the memberships, which for paid-in-full memberships and financed memberships
sold have been calculated to be 36 months and 22 months, respectively. Costs
directly related to the origination of memberships (substantially all of which
are sales commissions paid) are also deferred and are amortized using the same
methodology as for initial membership fees described above. The provision for
doubtful receivables and cancellations is charged directly against membership
revenue. Dues revenue is recorded as monthly services are provided. Accordingly,
when dues are prepaid, the prepaid portion is deferred and recognized over the
applicable term. Revenue from the sale of multiple session personal training
packages is deferred and recognized as training sessions are performed.

         In the second quarter of 2003, we changed our accounting method
(effective January 1, 2003) related to the recognition of recoveries of unpaid
dues under inactive membership contracts from accrual-based estimations to a
cash basis of recognition, which is considered a preferable method of accounting
for such past due amounts. The effect of this change was a cumulative non-cash
charge of $15.4 million (net of tax effect of $4.9 million) or $.47 per diluted
share. Other than to reflect the cumulative effect of this change in accounting
method, the first quarter 2003 results will not be restated due to the
immaterial effect of such change on quarterly results. The pro forma effect on
previously reported 2002, 2001 and 2000 diluted earnings per share would be a
decrease of $0.12 and $0.20 per share in 2001 and 2000 and an increase of $0.04
per share in 2002, had this cash basis accounting method been utilized in those
periods.

RESULTS OF OPERATIONS

Comparison of the Six Months Ended June 30, 2003 and 2002

         Net revenues for the first six months of 2003 were $505.5 million
compared to $486.7 million in 2002, an increase of $18.9 million (4%). Net
revenues from comparable fitness centers increased 2%. The $18.9 million
increase in net revenues resulted from the following:

         -        Total membership revenue decreased $24.6 million or 7% (an 8%
                  decline at same clubs), resulting from a $3.6 million or 2%
                  increase in dues revenue recognized (1% related to same
                  clubs), offset by a $28.2 million or 15% decline in initial
                  membership fees recognized during the period (16% related to
                  same clubs).

         -        Products and services revenue increased $43.7 million (41%)
                  over the prior year period, primarily reflecting the continued
                  growth of personal training services, nutritional product
                  sales and the introduction of our Weight Management Program.

         -        Miscellaneous revenue totaled $9.7 million, a decrease of $.2
                  million from the prior year period.

         The weighted-average number of fitness centers increased to 412 from
409 in the first six months of 2002.

         Gross committed membership fees originated during the first six months
decreased 2% compared to the 2002 period, with a 4% decrease at same clubs. The
number of new members joining increased 6% during the first six months of 2003
compared with the same period a year ago, with a 3% increase at same clubs. The
average committed duration of memberships originated during the first six months
of 2003 was 30.6 months versus 30.5 months in the prior year period. The gross
committed monthly membership fees originated during the first six months of 2003
averaged $40.76 versus $44.19 in the year ago period, an 8% decrease. The
decrease in the monthly average resulted from a decrease in average membership
price during the period including a slight decrease in the proportion of
multiple-club memberships sold due to apparent price sensitivity of new members.

         Operating income for the first six months of 2003 was $18.4 million
compared to $34.8 million in 2002. Net revenues increased $18.9 million (4%) for
the first six months of 2003, offset by a $33.0 million (8%) increase in
operating costs and expenses ($27.8 million of which is related to the growth in
products and services

                                       30

revenues), and an increase in depreciation and amortization of $2.3 million.
Earnings before interest, taxes, depreciation and amortization, discontinued
operations and other (cumulative effect of an accounting change, where
applicable) ("EBITDA") as adjusted, was $94.5 million, a decrease of $11.8
million from the prior year period. The EBITDA margin was 17% for the first six
months of 2003, compared to 20% in the 2002 period. These decreases are due, in
part, to the continuing trend of lower initial membership fees originated. The
following table is a reconciliation of net income to EBITDA from continuing
operations and EBITDA as adjusted (in thousands):



                                               SIX MONTHS ENDED
                                                   JUNE 30
                                            ----------------------
                                               2002         2003
                                            ---------    ---------
                                                   
Net income                                  $  35,477    $   1,869
Add:
  Depreciation and amortization                36,370       38,642
  Interest expense                             28,190       27,921
  Income tax provision                          5,704        6,242
  Loss from discontinued operations               759        2,318
  Cumulative effect of accounting changes                   15,579
                                            ---------    ---------
EBITDA                                        106,500       92,571
Add (deduct):
  Stock-based compensation                                     122
  Other, net                                     (163)       1,820
                                            ---------    ---------
EBITDA as adjusted                          $ 106,337    $  94,513
                                            =========    =========


Fitness center operating expenses increased $3.7 million (1%) in the first six
months of 2003 compared to the prior year, due to incremental costs of operating
new fitness centers and planned increases in rent, utilities, insurance and
other fixed costs. Products and services expenses increased $27.8 million (42%)
to support the revenue growth of product and service offerings. Direct operating
margin from products and services increased to $54.9 million from $39.0 million
in the 2002 period, a 41% increase (33% related to same clubs), with a margin of
37% in both periods. Member processing and collection center expenses increased
$1.6 million (7%) compared to the prior year period, reflecting increased
telecommunication and member mailing costs. Advertising expenses decreased $.9
million (3%) compared to the prior year period. General and administrative
expenses increased $.8 million (5%) compared to the prior year period.
Depreciation and amortization expense increased $2.3 million (6%), resulting
from additional fitness centers and other depreciable assets since the prior
year period.

         Finance charges earned in excess of interest expense totaled $9.4
million in the first six months of 2003, an increase of $2.5 million over the
prior year period resulting principally from lower interest rates on the
Company's borrowings and higher finance charges earned.

         The income tax provision was $6.2 million for the six months ended June
30, 2003, compared to $5.7 million in the 2002 period. This increase of $.5
million is attributable to lower income from continuing operations in the 2003
period offset by the increase in the Company's federal income tax rate for
reporting purposes to 20%, which became effective April 1, 2002.

Comparison of the years ended December 31, 2002 and 2001

         Net revenue for 2002 was $912.9 million compared to $851.5 million in
2001, an increase of $61.4 million (7%), inclusive of $73.0 million (9%)
attributable to Crunch Fitness and offset by a special charge of $55.0 million
to strengthen our installment contracts receivable reserves. Net revenue from
comparable fitness centers, exclusive of the special charge, increased 3%. The
increase in total net revenues, exclusive of the special charge, resulted from
the following:

                  -   Membership revenue increased $41.0 million (6%) from the
         prior year, including a 28% increase in dues revenue (9% related to
         same clubs) recognized during the year. Dues revenue for the year
         equaled more than half of total membership revenue. The provision for
         doubtful receivables and cancellations, included as a direct reduction
         of membership revenue, was 41% of the gross financed portion of
         originations for both periods;

                                       31


                  -   Products and services revenue increased $72.7 million
         (50%) over 2001, primarily reflecting the continued growth of personal
         training services, nutritional product sales and the addition of Crunch
         Fitness, which accounted for $19.5 million of the increase; and

                  -   Miscellaneous revenue increased $2.6 million (15%) over
         2001, reflecting increases in sub-rental income, franchise fees and
         co-marketing revenue.

         The weighted-average number of fitness centers during 2002 increased to
412 from 385 during 2001, a 7% increase, including a 56% increase in the
weighted-average number of centers operating under our upscale brands from 36 to
56, largely resulting from the acquisition of Crunch Fitness. During 2002, we
opened 14 new fitness centers within our major metropolitan areas. In April 2002
we acquired seven additional fitness centers with our acquisition of Planet
Fitness in the Boston area. At December 31, 2002, we operated a total of 56
upscale fitness centers: 23 as "Crunch Fitness", 10 as "Bally Sports Clubs", 10
as "The Sports Clubs of Canada", seven as "Pinnacle Fitness" and six as "Gorilla
Sports."

         Gross committed membership fees is a measure which includes the total
potential future value of all initial membership fee revenue, dues revenue,
earned finance charges and membership-related products and services revenue from
new membership sales originations in a period. It is measured on a gross basis
before consideration of our provision for doubtful accounts and cancellations
and without deferral of initiation fee revenue, and includes the future
potential collection of dues revenue over the initial term of membership. We
track gross committed membership revenue as an indicator of the success of our
current sales activities and believe it to be a useful measure to allow
investors to understand current trends in membership sales which may not be
apparent under deferral accounting for the initiation fee component of
membership revenue.

         The following table reconciles total gross committed membership fees
during 2002, 2001 and 2000 to initial membership fees originated, net:




                                              2000           2001           2002
                                          -----------    -----------    -----------
                                                               
Gross committed membership fees           $ 1,073,775    $ 1,073,619    $ 1,132,634
Less: Committed monthly dues                 (141,286)      (144,939)      (233,039)
  Provision for doubtful receivables
     and cancellations                       (337,076)      (335,628)      (329,308)
  Unearned finance charges and other         (165,976)      (169,103)      (172,947)
  Products and services revenues
     included in membership programs          (41,888)       (55,155)       (78,246)
                                          -----------    -----------    -----------
Initial membership fees originated, net   $   387,549    $   368,794    $   319,094
                                          ===========    ===========    ===========


         Gross committed membership fees increased 5%, compared to 2001. The
gross committed monthly membership fees originated during 2002 averaged $43
versus $40 in 2001, a 7% increase. This increase results primarily from higher
monthly dues included in memberships originated at our Bally Total Fitness
clubs, the addition of Crunch Fitness with its higher membership fee structure,
and an increase in new memberships originated which include a personal training
component. The number of new members joining increased 2% during 2002 compared
with a year ago, with a 2% decrease at our Bally Total Fitness clubs. The
average committed duration of memberships originated during 2002 was 30.4 months
versus 31.0 months in the prior year, a 2% decrease. This decrease results
primarily from the shorter commitment term of memberships offered at Crunch
Fitness, the addition of five new clubs in states and provinces that limit
contract duration to twelve months, and an increase in the number of shorter
commitment membership programs available at Bally Total Fitness clubs.

         The operating loss for 2002 was $10.9 million compared to operating
income of $60.0 million in 2001. Our operating loss resulted principally from
special charges of $72.2 million in 2002 described fully in the following
paragraph. Operating income for 2002 excluding the 2002 special charges was
$61.3 million compared to $66.7 million, excluding special charges of $6.7
million, in 2001. This decrease of $5.4 million (8%) was due to a $116.3 million
increase in net revenue (14%), offset by an increase in operating costs and
expenses of $120.3 million (17%)

                                       32


and an increase in depreciation and amortization of $1.4 million. The 2001
results included $7.6 million of goodwill amortization which, under current
accounting standards, is no longer amortized. EBITDA was $130.6 million in 2002
versus $200.9 million in 2001, a 35% decline, due primarily to the special
charges recorded in 2002 (see Item 6, Selected Financial Data, in the notes
accompanying our consolidated financial statements included elsewhere in this
prospectus for a reconciliation of net income or loss to EBITDA). EBITDA
exclusive of the impact of the special charges, was $204.3 million in 2002
versus $206.9 million in 2001, a 1% decline. The EBITDA margin was 13% for 2002
compared to 22% in 2001. This decline results primarily from the 2002 special
charges. The EBITDA margin, before special charges, was 20% for 2002 compared to
23% in 2001. This decrease is due, in part, to the continuing trend of lower new
membership originations at mature clubs, the proportion of clubs open less than
five years, and the initially lower margins attributable to the 19 Crunch
Fitness centers acquired at the end of 2001 and the seven centers acquired in
the Boston area in April 2002. Fitness center operating expenses increased $60.8
million (12%), due principally to incremental costs of operating new fitness
centers, including Crunch Fitness, which represented approximately $36.3 million
of the increase. Products and services expenses increased $50.2 million (55%) to
support the revenue growth of product and service offerings. Direct operating
margin from products and services increased to $76.1 million from $53.6 million
in 2001, a 42% increase (23% related to same clubs), with a margin of 35% in
2002 compared to 37% in 2001. Member processing and collection center expenses
increased $3.0 million (7%) from 2001, reflecting increased costs to serve the
higher number of clubs and members as compared to the prior year. Advertising
expenses increased $1.5 million (3%) compared to the prior year. General and
administrative expenses increased $4.7 million (17%) compared to the prior year
to support our overall growth strategy. Depreciation and amortization expense
increased $1.4 million (2%) largely as a result of increased expenditures for
property and equipment and acquired fitness centers during the past two years,
offset by the elimination of goodwill amortization in 2002 as the result of new
accounting standards.

         The special charges in 2002 included $55.0 million recorded as a
reduction to net revenues to strengthen our installment contracts receivable
reserves. In connection with our intentions to seek alternatives for the
financing portion of our business model, we undertook a study to determine the
net realizable values of recent years' sales activity and membership installment
contracts receivable on an accelerated monetization basis. Our previous method
for estimating the adequacy of balance sheet reserves did not assume an
accelerated monetization scenario. Given that the receivables portfolio may be
substantially monetized during the next 12 to 18 months, strengthening our
receivables reserves was warranted and resulted in the special charge. Special
charges in 2002 also included $7.3 million to provide for amounts related to a
separation agreement entered into when our former CEO retired, $3.4 million to
write-down inventory shortages, and $6.5 million to settle a class action
lawsuit arising in the early 1990's. Special charges in 2001 related to
cancelled or reformatted marketing events and other direct and indirect costs
from disruptions and shutdowns of various club operations and programs resulting
from the September 11th terrorist events and separately, our repositioning of
in-club retail stores. Comparisons made in the previous paragraph which exclude
these special charges from our results have been made because we believe the
unusual nature of these charges should be taken into consideration when the
trend of our operating results is used by investors.

         Finance charges earned in excess of interest expense totaled $12.3
million in 2002, an increase of $3.9 million over last year resulting
principally from lower interest rates on our borrowings, and higher installment
contracts receivable offset by a decrease in finance rates earned.

         At December 31, 2002, for accounting purposes, we had approximately
$114 million of unrecognized federal net operating loss carryforwards.
Separately, our alternative minimum tax ("AMT") net operating loss carryforwards
have been substantially recognized. Therefore, having fully recognized AMT net
operating loss carryforwards for reporting purposes, our federal income tax rate
increased to 20% during the second quarter of 2002. The 20% rate will remain in
effect until such time as all AMT credits are fully utilized, which is not
currently expected before 2005. In the first quarter of 2002 and the third
quarter of 2001, we reduced our valuation allowance against our net operating
loss carryforwards by approximately $4 million and $15 million, respectively,
which offset charges related to our provision for alternative minimum taxes and
state income and other taxes. These adjustments were reflected as reductions of
the tax provision, increasing net income.

                                       33


Comparison of the Years Ended December 31, 2001 and 2000

         Net revenue for 2001 was $851.5 million compared to $785.9 million in
2000, an increase of $65.6 million (8%). Net revenue from comparable fitness
centers increased 6%. The increase in total net revenues resulted from the
following:

                  -   Membership revenue increased $30.3 million (5%) over the
         prior year, including a 5% increase in dues revenue recognized during
         the year. The provision for doubtful receivables and cancellations,
         included as a direct reduction of membership revenue, was 41% of the
         gross financed portion of originations for both periods;

                  -   Products and services revenue increased $34.1 million
         (31%) over 2000, primarily reflecting the continued growth of personal
         training services and nutritional product sales; and

                  -   Miscellaneous revenue increased $1.3 million (8%) over
         2000, primarily reflecting additional revenue from co-marketing
         partnerships.

         The weighted-average number of fitness centers during 2001 increased to
387 from 376 during 2000, a 3% increase, including an increase in the
weighted-average number of centers operating under our upscale brands from 34 to
38. During 2001, we opened 18 new fitness centers within our major metropolitan
areas. On December 31, 2001, we acquired 19 additional fitness centers (with our
acquisition of Crunch Fitness) that are not reflected in our 2001 results or
averages. At December 31, 2001, we operated a total of 55 upscale fitness
centers: 19 as "Crunch Fitness"; 12 as "Bally Sports Clubs"; 11 as "The Sports
Clubs of Canada"; seven as "Pinnacle Fitness"; and six as "Gorilla Sports".

         Gross committed membership fees were approximately unchanged compared
to 2000. The gross committed monthly membership fees originated during 2001 and
2000 averaged $40. The number of new members joining increased 8% during 2001
compared with 2000, with a 7% increase at our Bally Total Fitness clubs. The
average committed duration of memberships originated was 31.0 months during 2001
compared to 32.8 months in 2000. This decrease resulted from an increase in the
number of shorter term commitment membership programs available at Bally Total
Fitness clubs.

         Operating income for 2001 was $60.0 million compared to $51.5 million
in 2000, a 17% increase. The increase of $8.5 million (17%) was due to a $65.6
million increase in net revenue (8%), offset, in part, by an increase in
operating costs and expenses of $57.1 million (7%) including a $7.3 million
increase in depreciation and amortization. EBITDA was $200.9 million in 2001
versus $187.3 million in 2000, a 7% increase. The EBITDA margin was 22% in both
periods. In 2001, the margin was negatively impacted by increases in utilities
costs system-wide and by new club growth which, due to deferred revenue
accounting, initially results in higher incremental operating costs than
recognized revenues. Fitness center operating expenses increased $30.2 million
(6%), due principally to incremental costs of operating new fitness centers and
higher energy costs. Products and services expenses increased $19.7 million
(27%) to support the revenue growth of product and service offerings. Direct
operating margin from products and services increased to $53.6 million from
$39.2 million in 2000 (37%), with a margin of 37% in 2001 compared to 35% in
2000. Member processing and collection center expenses decreased $1.2 million
(3%) as a result of expense reimbursements from servicing fees associated with
servicing the portions of the installment contracts receivable portfolio that
were sold in 2001 to a major financial institution. Advertising expenses
increased $2.6 million (5%) compared to 2000 due to a change in advertising
strategy to reach new segments of prospective customers and to support clubs in
new markets. General and administrative expenses decreased $1.7 million (6%)
compared to 2000. Depreciation and amortization expense increased $7.3 million
(11%) largely as a result of increased expenditures for property and equipment
and acquired fitness centers during the past two years.

         In 2001 we recorded special charges of $6.7 million related to
cancelled or reformatted marketing events and other direct and indirect costs
from disruptions and shutdowns of various club operations and programs resulting
from the September 11th terrorist events and a one-time markdown of retail
apparel in connection with management's strategic repositioning of in-club
retail stores, adding juice bars to replace slow moving, lower

                                       34

margin fashion apparel. In 2000 we recorded a special charge of $6.5 million
which represented a one-time non-cash charge to write off third-party Internet
investments.

         Finance charges earned in excess of net interest costs totaled $9.2
million in 2001, an increase of $1.0 million over 2000 resulting from a
reduction in our net borrowings, offset in part, by reductions in finance
charges earned due to the sale of receivables in 2001.

         The income tax provisions for 2001 and 2000 reflect state and Canadian
income taxes. The federal provisions were offset by the utilization of prior
years' net operating losses. In addition, as a result of our improved operating
results and trends, we reduced our tax valuation allowance by $15.0 million and
$20.0 million in the third quarters of 2001 and 2000, respectively. These
adjustments were reflected as reductions of the tax provision, increasing net
income.

LIQUIDITY AND CAPITAL RESOURCES

         Cash flows from operating activities were $31.4 million in the first
six months of 2003, compared to $26.9 million in the 2002 period. Over the past
two years, the Company sold a portion of its installment contracts receivable
portfolio to a major financial institution in three bulk sales at net book
value, with combined proceeds of approximately $128 million. Excluding the
impact of the sales of receivables and net of the change in dues prepayments
during the periods, cash flows from operating activities were $50.3 million in
the first six months of 2003, compared to $55.3 million in 2002.

         The following table sets forth cash flows from operating activities on
a comparable basis to exclude the impact of sales of receivables, to add back
actual cash collections on the sold portfolios, and to reflect the impact of
changes in dues prepayments during each year and for the six months ended June
30 (in thousands):



                                                                   YEAR ENDED DECEMBER 31             SIX MONTHS ENDED
                                                            -----------------------------------           JUNE 30,
                                                              2000         2001         2002         2002         2003
                                                            ---------    ---------    ---------    ---------    ---------
                                                                                                 
Cash provided by operating activities, as reported          $  49,167    $ 101,772    $  53,501    $  26,916    $  31,377
     Acceleration of collections through bulk sale of
      installment contracts receivable                              -     (105,000)     (23,345)           -            -
     Collections on installment contracts receivable sold           -       44,691       57,930       31,100       19,553
     Change in dues prepayments                                (2,729)      16,192          151       (2,762)        (634)
                                                            ---------    ---------    ---------    ---------    ---------
Cash flows from operating activities
     on a comparable basis                                  $  46,438    $  57,655    $  88,237    $  55,254    $  50,296
                                                            =========    =========    =========    =========    =========


         Capital expenditures totaled $20.6 million in the first six months of
2003 compared to $60.8 million in the 2002 period. Capital expenditures for 2003
are not expected to exceed $50 million. The following table details cash used in
investing activities during the past five years and for the six months ended
June 30, 2003 and 2002 (in thousands):

                                       35





                                                                                          SIX MONTHS ENDED
                                                 YEAR ENDED DECEMBER 31,                       JUNE 30,
                                  ----------------------------------------------------   -------------------
                                    1998       1999       2000       2001       2002       2002       2003
                                  --------   --------   --------   --------   --------   --------   --------
                                                                               
Club improvements                 $ 29,998   $ 11,582   $ 20,967   $ 26,400   $ 21,556   $ 11,449   $  6,945
New clubs                           23,083     38,762     42,362     41,959     36,110     20,343      7,950
Club remodels and expansions        12,714     37,286     36,661     12,289     12,730      9,023      3,356
Administrative and systems          10,637      8,689      4,749     10,523      4,744      2,350      1,948
Real estate purchases and other      2,521     41,691      7,721     30,692     18,120     17,602        412
                                  --------   --------   --------   --------   --------   --------   --------
                                  $ 78,953   $138,010   $112,460   $121,863   $ 93,260   $ 60,767   $ 20,611
                                  ========   ========   ========   ========   ========   ========   ========


         As a result of the decrease in second quarter capital expenditures, our
free cash flow (cash provided by operating activities, less cash used in
investing activities) was $1.3 million, compared to a deficit of $24.7 million
in the 2002 quarter. We are disclosing free cash flow because management
believes that it is an important measure of liquidity and investors are focused
on our ability to reduce our overall debt. The following table is a
reconciliation of cash provided by operating activities to free cash flow
(deficit) during each year and for the six months ended June 30, 2003 and 2002
(in thousands):



                                                                                              SIX MONTHS ENDED
                                                           YEAR ENDED DECEMBER 31                  JUNE 30,
                                                     -----------------------------------    ----------------------
                                                        2000        2001         2002         2002         2003
                                                     ---------    ---------    ---------    ---------    ---------
                                                                                          
Cash provided by operating activities, as reported   $  49,167    $ 101,772    $  53,501    $  26,916    $  31,377
Less: Cash used in investing activities               (112,460)    (121,863)     (93,260)     (60,767)     (20,611)
                                                     ---------    ---------    ---------    ---------    ---------
Free cash flow (deficit)                             $ (63,293)   $ (20,091)   $ (39,759)   $ (33,851)   $  10,766
                                                     =========    =========    =========    =========    =========


         At the end of the second quarter the Company announced the completion
of the refinancing of its existing $132.5 million term loan and $63.5 million
outstanding on its revolving credit agreement by issuing $235 million in
aggregate principal of old notes in an offering under Rule 144A and Regulation S
under the Securities Act of 1933, as amended, and had entered into the new
credit facility. These transactions were funded in July 2003. The amount
available under the new credit facility is reduced by any outstanding letters of
credit, which cannot exceed $30.0 million. As of July 31, 2003, the Company had
outstanding $6 million in letters of credit and availability of $84 million on
the new credit facility (subsequently increased to $100 million credit facility
during August 2003). The Company will write off unamortized issuance costs from
extinguished debt in the third quarter of 2003. In addition, in July 2003 the
Company paid down $25 million on its Securitization Series 2001-1 and extended
the revolving period on $100 million of the balance through July 2005. The
balance of $30 million of principal on the securitization which was not extended
will begin amortizing in November 2003. As of June 30, 2003, our debt service
requirements, including interest, through June 30, 2004 were approximately $77.6
million, exclusive of principal payments on the securitization. We believe that
we will be able to satisfy these short-term requirements for debt service and
capital expenditures out of available cash balances, cash flow from operations
and borrowings on the revolving credit facility.

         We are authorized to repurchase up to 1,500,000 shares of our common
stock on the open market from time to time. We repurchased 625,100 shares
between August 1998 and November 1999 at an average price of $18 per share, and
54,500 shares in February 2002 at $16 per share.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We are exposed to market risk from changes in the interest rates on
certain of our outstanding debt. The outstanding loan balance under our bank
credit facility and the Series 2001-1 accounts receivable-backed variable
funding certificates bear interest at variable rates based on prevailing
short-term interest rates in the United States and Europe. Based on 2002's
average outstanding balance of these variable rate obligations, a 100 basis
point

                                       36


change in interest rates would change interest expense in 2002 by approximately
$3.3 million. We have purchased an 8.50% interest rate cap on the Series 2001-1
accounts receivable-backed variable funding certificates. In September 2003 we
entered into an interest rate swap agreement whereby our fixed interest
commitment on $200 million of outstanding principal on our senior subordinated
notes varies based on the short-term interest rate in Europe. A 100 basis point
change in the interest rate on the portion of the debt subject to the new swap
agreement would change interest expense on an annual basis by $2.0 million. For
fixed rate debt, interest rate changes affect their fair market value but do not
impact earnings or cash flows. We presently do not use other financial
derivative instruments to manage our interest costs. We are subject to minimal
foreign exchange and commodity risk.

                                    BUSINESS

                                     GENERAL

         We are the largest commercial operator of fitness centers in North
America. Our fitness centers offer members state-of-the-art fitness facilities
featuring a wide selection of cardiovascular and strength equipment and
extensive personal training, weight-management and group exercise services. In
addition, many of our fitness centers include pools, racquet courts, or other
athletic facilities. As of June 30, 2003, we operated 415 fitness centers
serving 4.0 million members. Our fitness centers are concentrated in major
metropolitan areas in 29 states and Canada, with 348 fitness centers located in
the top 25 metropolitan areas in the United States and Toronto, Canada. We
operate fitness centers in over 50 major metropolitan areas representing 63% of
the United States' population. By clustering our fitness centers in major
metropolitan areas, we are able to reach more existing and potential members
while achieving marketing and operating efficiencies.

         Our members made an estimated 150 million visits to our fitness centers
in 2002. Our active member base provides a ready market for ancillary services
such as personal training, weight management, and group fitness training
programs and for products sold through our on-site Fitness Formula retail
stores. We have created several lines of Bally-branded products that are
marketed both to our members and to other consumers through third-party retail
outlets. One of our most successful product lines is our private-label diet and
performance nutritional supplements. In addition, we have licensed the Bally
brand to third-party manufacturers of fitness equipment.

         Our primary target market is the 18 to 34-year old, middle income
segment of the population. This market segment is serviced by the majority of
our fitness centers which use the Bally Total Fitness(R) service mark. The
nationwide use of this service mark enhances brand identity and increases
advertising efficiencies. To supplement the Bally-branded clubs and to
facilitate our market segmentation strategy, we have opened or acquired 47
facilities during the past few years that operate under upscale brands, such as
Crunch Fitness, The Sports Clubs of Canada, Pinnacle Fitness and Gorilla Sports.
These upscale brands primarily target the 18 to 49-year old, upper income
segment of the population.

INDUSTRY OVERVIEW

         The fitness industry has benefited from several key growth drivers,
including increased focus on health and physical fitness, increased research and
medical journal publications discussing the benefits of exercise in reducing the
risk of many diseases, and the aging of the baby boomer generation and their
children. Additionally, the industry has benefited from government reports from
the Surgeon General (Report on Physical Activity & Health (1996) and the Call to
Action to Prevent and Decrease Overweight and Obesity (2002)), which have
emphasized the importance of exercise and physical fitness.

         The national fitness industry includes approximately 17,000 clubs with
approximately 33.8 million members. The industry's compound annual growth rate
of revenues was 8.2% from $6.5 billion in 1993 to $12.2 billion in 2001, and its
compound annual growth in the total number of clubs increased at a rate of 4.8%,
from 11,655 in 1993 to 16,983 in 2001. The demand for club memberships rose in
the same period at a faster pace than supply, as memberships increased at a
compound annual growth rate of 5.0% from 22.9 million in 1993 to 33.8 million in
2001.

                                       37



         Although the fitness industry benefits from tremendous growth over the
last several years, the industry remains fragmented with less than 10% of
commercial health clubs in the U.S. owned and operated by companies that own
more than 25 clubs.

COMPANY STRENGTHS

         Largest Fitness Center Operator in North America. We are the largest
commercial operator of fitness centers in North America in terms of revenues,
number of members, and number and square footage of facilities and have over 40
years of operating experience. We hold a leading market position in many large
metropolitan areas, including New York City, Los Angeles, Chicago,
Baltimore/Washington D.C., Boston, Dallas, Houston, Detroit, San Francisco,
Toronto, Portland, Seattle, Philadelphia, Atlanta and Miami. As of June 30,
2003, we operated 415 fitness centers serving 4.0 million members. Over 86% of
our fitness centers are located in markets in which we have five or more
facilities. We believe that our scale and concentration in major metropolitan
areas achieves marketing and operating efficiencies, enhancing our value to
members.

         Significant Brand Recognition. We believe the Bally brand is the most
recognized name in the fitness industry and that this brand awareness increases
the likelihood potential members will recognize our clubs as opposed to those of
our competitors. This brand awareness has also allowed us to benefit from
strategic marketing alliances with leading consumer product companies such as
AOL Time Warner, PepsiCo, Colgate-Palmolive, Unilever, Gatorade, Kellogg Company
and Kraft Foods. We are also capitalizing on the strength of our brand to expand
franchising and joint venture programs domestically and internationally. Through
these programs, we are extending the Bally brand into China, South Korea,
Southeast Asia, the Bahamas, Mexico, and several secondary markets in the United
States. We have also entered licensing arrangements with two of the leading
fitness equipment manufacturers for the manufacture and distribution of
Bally-branded home fitness equipment in the United States and Asia. Further, our
licensed Bally Total Fitness line of portable exercise equipment, including hand
and ankle weights, jump ropes and other personal fitness related merchandise, is
carried in more than 4,000 retail stores in the United States and Canada and our
Bally-branded nutritional products are sold in approximately 4,000 retail
outlets. We believe this brand awareness drives our strong member retention,
enhances our ability to grow sales of ancillary Bally-branded products and
services and facilitates strategic marketing alliances with major consumer
product companies.

         Industry Leading Member Retention. We believe we have the highest
member retention rates in our industry with an average annual retention of over
80%, compared with our competitors' annual retention which we believe to be
between 50-70%. Our retention success is driven by the quality and affordability
of our membership plans and the commitment made by the joining member. In
addition, we have the systems and expertise to track member usage of our
facilities and deliver pricing discounts and special offers to retain members.

         Predictable and Growing Cash Flow. Our high member retention rates,
large member base and substantially fixed operating costs result in predictable
and growing cash flows. Nearly 90% of new members elect to finance their initial
membership fee for up to 36 months, creating a liquid asset on our balance sheet
with a history of stable and consistent cash flows. Our industry leading
retention rates contribute to growing and predictable recurring dues collected
from our members. These cash flows offset a substantially fixed cost operating
structure, stable maintenance capital expenditure requirements of $30--$35
million per year and limited expansion plans for clubs, resulting in predictable
and growing cash flow.

         Large Investment in Fitness Centers. During the past five years we have
invested approximately $400 million in opening or acquiring fitness centers, as
well as improving our existing fitness facilities. This investment has provided
us with a strong base of modern, well-equipped facilities of which 30%, or
approximately 140 clubs, are immature (which we define as having been in
operation for less than five years). Our extensive experience has shown it takes
nearly 10 years for a club's membership base to fully mature, with the facility
achieving its most significant membership growth during the third to seventh
year. As a result, the earnings potential and return on capital invested in our
immature clubs is yet to be fully realized.

         Product and Service Offerings. Prior to 1997, we provided only minimal
services outside of membership programs. Today we employ over 6,000 personal
trainers providing customized, interactive sessions to our members. We also
offer a wide variety of private-label products, including diet and nutritional
supplements, energy

                                       38



bars and performance drinks through our on-site retail stores. Revenue from
products and services has grown from approximately $10.0 million in 1997 to over
$215.0 million in 2002. We intend to leverage our broad membership base and
brand strength to continue to expand our health-related products and services.
As of June 30, 2003, revenues from products and services have increased 41% from
the six months ended June 30, 2002, due to the continuing penetration of
existing programs and the addition of new offerings such as our recently
launched Weight Management Program.

         Flexible Membership Plans. We offer a variety of membership options and
payment plans. Our membership options range from single-club memberships to
premium memberships, which provide additional amenities and access to all of our
fitness centers nationwide. Similarly, we offer a broad range of payment
alternatives. Most memberships sold consist of a substantial up front initial
fee and relatively low monthly dues. We provide financing of the initial fee for
up to 36 months at typical retail consumer interest rates. We also offer
"pay-as-you-go" memberships, which require a smaller initial fee paid in cash
and higher monthly payments for the duration of the membership. We believe
offering membership financing requires a high level of technical infrastructure
and operational expertise and, as a result, we are the only major fitness center
operator currently offering both the financing and the pay-as-you-go options. We
believe that this flexibility has greatly improved member retention, allowing us
to offer more affordable membership programs and providing significant
competitive advantages.

         Experienced Management Team. We believe that our management team is one
of the most experienced in the industry. Seven of our senior executives average
over 14 years experience in the industry. In August 2003, we augmented the
management team by adding a new senior vice president and chief marketing
officer with extensive marketing and strategy-related experience. We believe
that our management team has the depth, experience and motivation to manage our
controlled growth strategy.

BUSINESS STRATEGY

         Our continuing business focus is to maximize our yield-per-member and
grow our membership base. We define yield-per-member as the dollar amount
generated per member through initiation fees, monthly dues, products and
services revenues and finance charges earned. Our average yield-per-member has
increased from $148 in 1997 to $262 in 2002. We expect to continue to maximize
our yield-per-member as well as grow our membership base using the following
strategies:

         Optimize Our Product and Service Offerings. We are increasingly using
our clubs for the delivery of value-added products and services such as personal
training, private-label nutritional products, group exercise classes, fitness
related merchandise, member magazines and our recently launched Weight
Management Program. Integrating these ancillary products and services into our
core fitness center operations positions Bally as the primary source for all of
our members' wellness and fitness needs. In addition, our private-label
nutritional products are sold in approximately 4,000 select retail, grocery and
drug store outlets and our licensed portable exercise equipment is sold in over
4,000 retail outlets. We are committed to the continuing development and
integration of new and innovative products and services. Our extensive groupings
of club operations and brand mix allow us to "test-market" new products and
services without exposing our entire operation to the outcome of the
introduction.

         Realize the Benefit of Recent Investments. Over the past five years we
have invested approximately $400 million in greenfield expansion, acquisitions,
and expansion of existing facilities. In order to strengthen operating results
and cash flows, we began scaling back our club expansion plans during 2002 and
will continue to do so for the next several years. We intend to focus our
attention on improving operating margins and cash flows in our existing fitness
centers to capitalize on our recent investments and to realize the benefits of
reduced capital expenditures. Due to deferral accounting, our immature fitness
centers generally require nearly a full year of operations before generating
incremental operating income. By slowing club expansion, we intend to realize
the cash flow benefits from reduced capital expenditures as well as the natural
maturation of our existing clubs. During 2002 we had 134 immature clubs. We
expect the immature clubs, as they mature, to contribute higher levels of
operating income.

         Expand and Optimize Our Marketing. We will continue to leverage the
position of the Bally brand, which we believe is the most recognized brand name
of fitness centers in North America. While we historically have relied

                                       39



on television advertising as the primary vehicle for marketing, we currently are
exploring the use of other media outlets as well as a nationally supported
member referral programs. We have also begun to place a greater emphasis on
corporate alliances and in-club marketing programs. Additionally, the Internet
represents a relatively untapped opportunity to market the Bally brand. We have
recently developed strategic web-based partnerships and added functionality to
our website to capture leads and contact information through the Internet for
use in sourcing new members. Internationally, we continue to market the Bally
brand through our joint venture and franchise program in China and our franchise
programs in South Korea, Southeast Asia, Mexico and the Bahamas. Through these
international relationships, over the next five years we believe it is possible
to franchise over 50 fitness centers. We believe our targeted marketing
initiatives in combination with our branded product and service offerings will
lead to increased membership and profitability.

         Improve Operating Efficiencies. After a period of rapid expansion by
adding new clubs in addition to the acquisition of most of our upscale brands,
we are consolidating our operations to realize economies of scale. In
particular, we have launched several initiatives to improve operating
efficiencies and reduce operating costs, including staff reductions. We have
also begun to eliminate local area offices, as well as to modify some of our
incentive and compensation programs to reward profitability. In the second
quarter of 2003, we launched several cost saving initiatives, which are expected
to result in over $20 million of annualized cost savings.

FITNESS CENTERS

         Most of our fitness centers are located near regional, urban and
suburban shopping areas and business districts of major cities. Fitness centers
vary in size, available facilities and types of services provided. All of our
fitness centers contain a wide variety of state-of-the-art progressive
resistance, cardiovascular and conditioning exercise equipment, as well as free
weights. A member's use of a fitness center may include group exercise programs
or personal training instruction stressing cardiovascular conditioning, strength
development or improved appearance. We require our sales, fitness and club
operations personnel to complete a comprehensive educational training program.
New members are offered orientations on the recommended use of exercise
equipment by our personnel.

         Our current prototype fitness center generally focuses on those fitness
services our members most frequently use, such as well-equipped cardiovascular,
strength and free weight training areas along with a wide variety of group
fitness classes. Services that receive a far-lower degree of member use, such as
swimming pools, running tracks, racquet courts or other athletic facilities have
been de-emphasized. Our prototype fitness center, which tends to range from
25,000 to 30,000 square feet, has recently averaged approximately 26,000 square
feet and cost $1.8 million to construct, exclusive of purchased real estate and
exercise equipment and net of landlord contributions. The prototype is designed
to cost less to construct and maintain than our older facilities and has the
capacity to accommodate significantly more members than older fitness centers of
the same size because it focuses on the most widely used amenities. We generally
invest approximately $400,000 ($300,000 through lease programs) for exercise
equipment in a prototype fitness center.

         We have substantially completed our expansion and general refurbishment
program undertaken in 1998 to refurbish and make major expansions and/or
upgrades to the majority of our fitness centers, including updating exercise
equipment and decor to improve club ambiance. We have also invested over the
past four years in 68 new facilities generally based on our new fitness center
prototype.

         Presently five fitness centers in Upstate New York, including two
facilities we previously owned, one fitness center in Nassau, Bahamas and one
fitness center in Beijing, China are operated pursuant to franchise agreements
under the service mark "Bally Total Fitness", and we have executed franchise
agreements for South Korea, Thailand, Malaysia, Singapore, Taiwan, the
Philippines and Mexico. We continue to seek additional franchise relationships
in smaller domestic markets and select international locations.

         Products and Services

         Our fitness center operations provide a unique platform for the
delivery of value-added products and services to our fitness-conscious members.
Prior to 1997, we provided only minimal additional services outside of
membership programs. By 2002, revenue from products and services accounted for
over 23% of our net revenue and

                                       40



has grown by 50% during 2002. By integrating personal training, private-label
nutritional products, and our new Weight Management Program into our core
fitness center operations, we have positioned the Bally Total Fitness brand as
the total source for all of our members' wellness and fitness needs.

                  - Personal Training. We offer fee-based personal training
         services in most of our clubs and currently have over 6,000 personal
         trainers on staff. Our revenue from personal training has grown to
         $128.4 million in 2002, doubling from 2001, and we added 1,762 trainers
         during 2002. We continue to integrate personal training services into
         our new membership programs in order to introduce new members to this
         important first step toward meeting their fitness goals. In 2002 we
         introduced an electronic funds transfer monthly payment option to our
         personal training program, providing members a convenient monthly
         payment alternative to purchasing multiple-session personal training
         packages. As a result of our acquisition of Crunch Fitness, we have
         revised our approach to marketing personal training services to our
         Bally Total Fitness members based on the very successful targeted
         personal training sales model created by Crunch Fitness. As we continue
         to integrate these practices into Bally Total Fitness brand clubs, we
         believe we can further leverage our existing personal trainer staff and
         continue to expand this area of our business as the demand for these
         services continues to increase.

                  - Private-Label Nutritional Products. In order to further
         capitalize on our brand identity with our members, we have developed a
         full line of Bally-branded nutritional products. We currently offer
         ready-to-drink meal replacement shakes and drinks, energy bars, snack
         bars, high protein bars, weight loss products, multi-vitamins and meal
         replacement powdered drinks. Our Rapid Results Diet System products
         provide for key elements of our integrated weight loss program. During
         2002, sales of private-label nutritional products generated $47.9
         million in revenue, representing a 6% growth from 2001. Several of
         these products have been integrated into our new membership programs in
         order to assist new members in meeting nutritional goals as they start
         their new fitness program, while introducing them to our private label
         line of nutritional products. We continue to test and bring to market
         new products to meet customer demand. As a policy, we require
         manufacturers and suppliers of our nutritional products to maintain
         significant amounts of product liability insurance.

                To further capitalize on the Bally brand outside our clubs, we
       have also begun limited distribution of our private-label nutritional
       products in select retail, grocery and drug store chains. Bally Total
       Fitness branded nutritional products are currently sold in approximately
       4,000 outside retail stores nationwide.

                  - Fitness Formula Retail Stores. Our members make over 150
         million workout visits to our clubs annually, providing a captive
         market of fitness conscious consumers. Our on-site Fitness Formula
         retail stores have been designed to provide products most needed by our
         members before, during and after their workout. With 391 stores in
         operation during 2002, we increased revenue during the year by 24% over
         2001 to $53.4 million selling nutritional products (Bally-branded as
         well as other nationally recognized brands), basic workout apparel,
         packaged drinks and other fitness-related convenience products. In 163
         of our higher-workout volume clubs, our Fitness Formula retail stores
         include a juice bar providing prepared fruit juice drinks and
         supplement-enhanced nutritional drinks and other on-demand nutritional
         products. Our juice bar stores have the additional impact of promoting
         retail store sales of other products through increased member traffic
         through the stores.

                  - Weight Management Program. The final testing phases were
         completed late in 2002, and in January 2003 we announced the nationwide
         introduction of our new Weight Management Program. Bally's Weight
         Management Program is a comprehensive nutrition and exercise program
         customized to an individual's unique metabolism by determining specific
         calorie needs based on an individual's resting metabolic rate and
         specific weight goals. Since most of our new members join with a weight
         loss goal in mind, the new Weight Management Program provides a
         framework to meet those objectives all within the four walls of our
         fitness centers as an alternative to specialty weight-loss service
         providers. Using computer-based and manual food logging methods, the
         program provides for food counseling, personal training and exercise,
         and integrates our Rapid Results Diet System private-label nutritional
         products in a comprehensive lifestyle health and fitness program. We
         believe the integration of weight loss services into our existing
         infrastructure of fitness services provides us with a unique
         competitive advantage over outside

                                       41



         providers of weight loss services, which lack the fitness and targeted
         nutritional components to weight loss solutions.

                  - Financial Services. In late 1995, in conjunction with a
         significant financial institution, we implemented a program offering
         selected members the opportunity to transfer the balance of their
         financed membership fee to a pre-approved Visa account. As of December
         31, 2002, over 265,000 credit cards have been issued. During the second
         quarter of 2003, we discontinued our practice of transferring balances
         under our credit card program with a third party financial institution.
         We continue to investigate and evaluate other opportunities to offer
         financial services to our members.

                  - Licensed Products. With our brand recognition and national
         advertising presence, we have licensed the Bally Total Fitness brand to
         third-party suppliers of fitness-related products. In January 2003 we
         announced agreements with Life Fitness, licensing a line of Bally Total
         Fitness branded home fitness equipment for sale to consumers in the
         United States and Canada, and with Johnson Health Tech Co. Ltd. for
         sales in South Korea. Our continuing licensing agreement with Sports &
         Leisure Technology has resulted in Bally-branded portable fitness
         products being sold in over 4,000 retail chain stores across the United
         States and Canada. In 2002 we entered an agreement with Franklin Covey
         to sell a line of Bally Total Fitness daily planners, which include
         daily fitness tips and workout logs, in 175 Franklin Covey retail
         stores. We believe licensing of our brand further enhances our brand
         recognition and further positions us as the total source for consumers'
         wellness and fitness needs.

EXPANSION AND ACQUISITION

         To build upon our improved core operations and expanding products and
services business, we have invested in facilities expansion during the past five
years. In order to strengthen operating results and maximize cash flows we have
scaled back our new club expansion plans during 2002 and beyond in order to
further concentrate on bringing our immature and acquired club base to full
profitability. While most maturity occurs in the first three to seven years of
operation, a new fitness center takes approximately seven to ten years for its
dues-paying member base to fully reach maturity, and consequently, its earnings
contribution and cash flow potential. The following table summarizes the average
direct club EBITDA for the year ended December 31, 2002 grouped by range of club
maturity:



NUMBER OF YEARS OF OPERATION
    AT DECEMBER 31, 2002         0-to-5       6-to-10     Over 10        Total
- -----------------------------   ---------    ---------    --------     ---------
                                        (in thousands, except club data)
                                                           
Direct club EBITDA              $  77,318    $  59,700    $ 270,636    $ 407,654
Less: Indirect and corporate
   charges                        (38,557)     (29,771)    (134,961)    (203,289)
                                ---------    ---------    ---------    ---------
EBITDA as adjusted              $  38,761    $  29,929    $ 135,675    $ 204,365
                                =========    =========    =========    =========
Average number of clubs               134           50          228          412
Average direct club EBITDA      $     577    $   1,194    $   1,187    $     989
                                =========    =========    =========    =========


         We initiated a plan to increase new facilities openings of our more
profitable new fitness center prototype designed to cost less to build and
maintain than our older facilities and provide approximately 40% more space
devoted to the fitness services our members most frequently use in the same
average square footage. The new facilities are generally developed pursuant to
long-term lease arrangements and currently require, on average, approximately
$1.9 million per fitness center to fund leasehold improvements and exercise
equipment. During 2002, we opened 12 of these facilities.

         We also upgraded and expanded certain of our existing facilities
well-beyond normal maintenance requirements, including adding and upgrading
exercise equipment, adding additional space and refreshing interior and exterior
finishes to improve club ambiance. We believe these upgrades and expansions have
enabled us to continue to attract and retain a strong membership base, increase
revenues and more effectively capitalize on our marketing and administrative
infrastructure.

                                       42



         Finally, due to our relative size in a fragmented industry, we have
been well-positioned to identify opportunities to selectively acquire existing
fitness center operations at attractive prices. In 2002, we acquired seven
fitness centers in the Boston area. On December 31, 2001, we acquired Crunch
Fitness International, Inc., which had 19 fitness centers. In 2000 we acquired
13 fitness centers in Portland, Oregon where we previously had no fitness
centers, three centers in San Diego, California and one in Pittsburgh,
Pennsylvania. These acquisitions fit our strategic goal of expanding our reach,
increasing penetration in key markets, and leveraging our overall
infrastructure. We have no near term plans for further expansion through
acquisitions.

         In 2001, we debuted our first Bally-branded facility in Nassau, Bahamas
through a franchise agreement with Doctor's Hospital, a leading for-profit
medical institution in the Caribbean region. In 2002, we signed a joint venture
agreement and opened one club with China Sports Industry Co., Ltd, the largest
publicly traded company related to sports and fitness in China, to expand Bally
Total Fitness to Asia. Presently there are two clubs open in China (one joint
venture club and one franchise club) and signed leases for three additional
franchise locations. We currently have agreements with unaffiliated third
parties to develop franchise locations in South Korea, five countries in
Southeast Asia including Thailand, Taiwan, Malaysia, the Philippines and
Singapore and Mexico. Through these international relationships, over the next
five years we believe it is possible to franchise over 50 fitness centers.
International franchise arrangements provide further leverage of our brand
identity into new and developing markets without the inherent risk and capital
requirements of direct foreign investment.

MEMBERSHIP PLANS

         We offer prospective members a choice of membership plans. These
membership plans are distinguished primarily by their priority of access to
in-club services and access to other fitness centers we operate, either locally
or system wide and by the level of fitness-related products and services
included in the membership program. From time to time, we also offer special
membership plans, which limit a member's access to a single fitness center and
to certain days and non-peak hours. Similarly, we offer a broad range of payment
alternatives. Most memberships sold require a substantial initiation fee and
relatively low month dues. We also offer "pay-as-you-go" memberships, which
require higher monthly payments for the duration of the membership.

         The one-time initial membership fees for joining our Bally Total
Fitness brand fitness centers, excluding limited special offers and corporate
programs, generally range from approximately $700 to $1,600 and can be financed
for up to 36 months, subject to down payment requirements and state, provincial
and local regulations. Generally, the initial membership fee is based on:

                  -        The membership plan selected;

                  -        The diversity of facilities and services available at
                           the fitness center of enrollment;

                  -        Market conditions; and

                  -        Seasonal promotional strategies.

         In addition to one-time initial membership fees, Bally Total Fitness
brand club members generally pay monthly dues to maintain membership privileges.
Monthly dues are generally charged at a fixed rate during the finance period and
may increase thereafter, subject to stated terms. At June 30, 2003,
approximately 40% of our members were in their initial membership period and
were committed to, or had prepaid, average monthly payments of $38, and 60% of
our members were past their initial membership period and were making monthly
payments averaging approximately $11 per month.

         Our upscale branded clubs-The Sports Clubs of Canada, Gorilla Sports,
Pinnacle Fitness and Crunch Fitness-offer memberships with lower initial
membership fees generally ranging from $50 to $225, but carrying monthly dues
ranging from $49 to $94 per month during an initial obligatory term, generally
between 12 and 24 months, and subject to increase thereafter. Our upscale Bally
Sports Clubs branded clubs offer memberships similar to Bally Total Fitness
brand clubs in terms of 36 month financing of the initial membership fee, but
ranging from

                                       43



$1,400 to $2,100, in addition to monthly dues during the initial financing
period, and dues ranging from $29 to $54 thereafter, subject to increase.

         The average annual growth rate of our monthly dues revenues was over
12% from 1996 through 2002. We expect the annual increases in monthly dues
revenues will continue due to the contractual terms of current membership plans
and the increase in upscale brand clubs carrying higher monthly dues.
Additionally, we believe we can continue to increase monthly dues for our Bally
Total Fitness brand members who are beyond their initial financing period
without material loss in membership. Recent experience has shown that over 75%
of our members faced with a membership renewal decision for the first time,
generally at the end of their third year of membership, made dues payments
continuing into their initial renewal year. Members making a renewal decision
for subsequent years renewed at a rate of 87%.

FINANCING OF INITIAL MEMBERSHIP FEES

         Members electing to finance their one-time initial membership fees can
choose from several payment methods and down payment options. We continue to
focus on down payment levels and the method of payment as strategies to improve
the quality of membership receivables and collection experience.

         Generally, we offer financing terms of 36 months for one-time
initiation fees. Shorter terms are offered on a promotional basis or as required
by applicable state, provincial or local regulations. As of June 30, 2003,
approximately 20% of our clubs offered maximum financing terms that were shorter
than 36 months. Initial membership fees are financed at a fixed annual
percentage rate, which generally is between 16% and 18%, except where limited by
applicable state and provincial laws. Financed portions of initial membership
fees may be prepaid without penalty at any time during the financing term. Based
on experience in 2002, we expect in excess of 90% of all new memberships
originated during 2003 will be financed to some extent.

         We currently provide members with two payment methods for financed
initial membership fees and monthly dues: electronic payments and monthly
statements. Members may change their payment method between the electronic and
monthly statement method at any time. These methods are described as follows:

                - Electronic Payments. This is the most popular method for
        payment of financed initial membership fees and monthly dues. Under this
        method, on approximately the same date each month, a fixed payment is
        either automatically (a) transferred via debit from a member's bank
        account, or (b) charged to a member's designated credit card. Electronic
        payment methods are consistently selected by more than 70% of new
        members at the time of origination.

                - Monthly Statements. New members electing not to pay by an
        electronic payment method are sent monthly statements setting forth the
        amount due and owing for their initial membership fees and monthly dues.
        Members then remit their payments to our processing and collection
        center in Norwalk, California.

         Minimum down payments are specified for financed initial membership
fees to adequately defray both the initial account set-up cost as well as
collection costs should the account become immediately delinquent. As a result,
we cover the incremental cost of new membership processing and collection
through the down payment and do not perform individual credit checks on members
prior to sign up. We manage our credit risk by measuring, from past performance,
the expected realizable value of financed initial membership fees for members
paying by each of the payment methods and down payment levels. For example, our
historical analysis indicates the collection experience for electronic payments
is approximately 50% better than monthly statement accounts. As of December 31,
2002 and 2001, approximately 63% of financed initial membership fees were being
paid by electronic payment methods.

SALES AND MARKETING

         We devote substantial resources to the marketing and promotion of our
fitness centers and their services under each of the brands we operate. We
believe strong marketing support is critical to attracting new members at both
existing and new fitness centers. The majority of our fitness centers use the
branded service mark "Bally Total Fitness," including nine upscale fitness
centers that are known as "Bally Sports Clubs." The nationwide use of the
service mark enhances brand identity and increases advertising efficiencies.
Pursuant to our strategy of targeted

                                       44



market segmentation, we have opened or acquired new facilities during the past
few years that operate under more trendy or upscale brands, including 26 fitness
centers as "Crunch Fitness", ten fitness centers as "The Sports Clubs of
Canada", seven as "Pinnacle Fitness" and four as "Gorilla Sports."

         We operate fitness centers in over 50 major metropolitan areas
representing 63% of the United States population and over 16% of the Canadian
population, with 348 of our fitness centers located in the top 25 metropolitan
areas in the United States and Toronto, Canada. Concentrating our fitness
centers in major metropolitan areas increases the efficiency of our marketing
and advertising programs and enhances brand identity and word-of-mouth
marketing.

         We spent $55.5 million in 2002, $54.0 million in 2001 and $51.4 million
in 2000, for advertising and promotion. Historically, we have primarily
advertised on television and, to a lesser extent, through direct mail,
newspapers, telephone directories, radio, outdoor signage and other promotional
activities. We have placed increased emphasis in recent years on direct mail and
other promotions based on extensive research activities we have undertaken.

         Our sales and marketing programs emphasize the benefits of health,
physical fitness and exercise by appealing to the public's desire to look and
feel better. Advertisements are augmented with individual sales presentations
made by sales personnel in our fitness centers. We believe the various
membership and payment plans, in addition to our strong brand identity and the
convenience of multiple locations, constitute distinct competitive advantages.

         Our marketing efforts also include corporate membership sales and
in-club marketing programs. Open houses and other activities for members and
their guests are used to foster member loyalty and introduce fitness centers to
prospective members. Our nationally supported member referral program involves
current members in the process of new member enrollments and enhance member
loyalty.

         Direct mail reminders encourage renewal of existing memberships. We
have approximately 130 employees at our regional member processing and
collection centers dedicated primarily to inbound renewal programs and outbound
telemarketing programs to existing members. Telemarketing is used predominately
to offer services to members and, to a lesser extent, to attract prospective new
members.

         We also attract membership interest from Internet visitors to our home
page at www.ballyfitness.com and have developed strategic web-based
partnerships. During 2002, the level of activity grew to more than 7 million
unique users visiting the site, resulting in the issuance of over 220,000 guest
passes and the collection of over 103,000 dues payments.

         In 2002, we continued to benefit from new and existing strategic
marketing alliances heightening public awareness of our fitness centers and the
Bally Total Fitness brand. Our licensed Bally Total Fitness line of portable
exercise equipment is carried in more than 4,000 retail stores in the United
States and Canada. In addition, we have strategic marketing alliances with
leading consumer product companies such as AOL Time Warner, PepsiCo,
Colgate-Palmolive, Unilever, Gatorade, Kellogg Company and Kraft Foods. These
alliances provide products for our members to use and/or sample as well as an
incremental source of revenue for us.

ACCOUNT SERVICING

         In August 2003, we completed the consolidation of member processing and
collection activities from our Towson, Maryland regional service center into our
Norwalk, California regional service center. All of our member services,
collection and new member processing activities are now handled by the Norwalk
facility allowing for further efficiencies through centralization of these high
volume activities.

         All collections for past-due accounts are initially handled internally
by the member processing and collection center. We systematically pursue
past-due accounts by utilizing a series of computer-generated correspondence and
telephone contacts. Our power-dialer system assists in the efficient
administration of our in-house collection efforts. Based on the period of
delinquency, members are contacted by collectors with varying degrees of
expertise, with our less experienced collectors concentrating on early
delinquencies, and our more

                                       45



experienced collectors pursuing seriously delinquent accounts. At 60 days past
due, members are generally denied entry to the fitness centers. Delinquent
accounts are generally written off after 90 or 180 days without payment,
depending on delinquency history. Accounts that are written off are reported to
credit reporting bureaus, and selected accounts are then sold to a third-party
collection group.

         We prioritize our collection approach based on credit scores and club
usage, among others, at various levels of delinquency. By tailoring our
membership collection approach to reflect a delinquent member's likelihood of
payment, we believe that we can collect more of our membership receivables at a
lower cost. To credit score, we use a national bureau, which charges a nominal
fee per account.

COMPETITION

         We are the largest commercial operator of fitness centers in North
America in terms of revenues, number of members, and number and square footage
of facilities. We are the largest operator, or among the largest operators, of
fitness centers in every major market in which we operate fitness centers.
Within each market, we compete with other commercial fitness centers, physical
fitness and recreational facilities established by local governments, hospitals,
and businesses for their employees, the YMCA and similar organizations, and, to
a certain extent, with racquet, tennis and other athletic clubs, country clubs,
weight-reducing salons and the home-use fitness equipment industry. We also
compete, to some extent, with entertainment and retail businesses for the
discretionary income of our target markets. However, we believe our brand
identity, operating experience, membership options, ability to allocate
advertising and administration costs over all of our fitness centers, nationwide
operations, purchasing power and account processing and collection
infrastructure, provide us with distinct competitive advantages. Future
competitive factors may emerge which may lessen our ability to compete as
effectively.

         We believe competition has increased to some extent in certain markets,
reflecting the public's enthusiasm for fitness and the decrease in the barriers
to entry into the market due to financing available from, among others,
landlords, equipment manufacturers and private equity sources. We believe our
brand identity is strong, membership plans are affordable and we have the
flexibility to be responsive to economic conditions.

         Our pursuit of new business initiatives, particularly the sale of
weight loss services, nutritional products and apparel, has us competing against
large, established companies with more experience selling products on a retail
basis. In some instances, our competitors for these products have substantially
greater financial resources than we have. We may not be able to compete
effectively against these established companies.

PROPERTIES

         At June 30, 2003, we operated 415 fitness centers in 29 states and
Canada. At June 30, 2003, we owned 50 fitness centers and leased either the
land, building or both for the remainder of our fitness centers. Aggregate rent
expense, including office and administrative space, was $129.2 million in 2002,
$114.1 million in 2001 and $108.0 million in 2000. Most of our leases require us
to pay real estate taxes, insurance, maintenance and, in the case of shopping
center and office building locations, common-area maintenance fees. A limited
number of leases also provide for percentage rental based on receipts. Various
leases also provide for periodic rent adjustments based on changes in the
Consumer Price Index, most with limits provided to protect us from large
increases in annual rental payments. One fitness center accounted for between 1%
to 2% of our net revenues during 2002. We believe we can accommodate increases
in memberships with the existing capacity at our properties.

         The leases for fitness centers we have entered into in the last five
years generally provide for an initial term of 15 years. Most leases give us at
least one five-year option to renew and often two or more such options.

         Our executive office is located in leased office space in Chicago,
Illinois. We also lease space in Norwalk, California for our member processing
and collection center, and at Towson, Maryland for our information systems and
telemarketing facilities.

                                       46



TRADEMARKS AND TRADE NAMES

         The majority of our fitness centers use the service mark "Bally Total
Fitness", including nine upscale centers that are known as "Bally Sports Clubs."
The nationwide use of the service mark enhances brand identity and increases
advertising efficiencies. Pursuant to our strategy of targeted market
segmentation, we have opened or acquired new facilities during the past few
years that operate under upscale brands, including 26 fitness centers as "Crunch
Fitness", ten fitness centers as "The Sports Clubs of Canada", seven as
"Pinnacle Fitness" and four as "Gorilla Sports."

SEASONALITY OF BUSINESS

         Historically, we experience greater membership fee originations in the
first quarter and lower membership fee originations in the fourth quarter, while
advertising expenditures are typically lower during the fourth quarter. Our
products and services business have the effect of further increasing the
seasonality of our business.

EMPLOYEES

         At June 30, 2003, we had approximately 22,500 employees, including
approximately 11,600 part-time employees. The distribution of our employees is
summarized as follows:

                  - Approximately 21,465 employees are involved in fitness
         center operations, including sales personnel, instructors, personal
         trainers, supervisory and facility personnel;

                  - Approximately 850 employees are involved in the operation of
         our member processing and collection centers, and management
         information systems;

                  - Approximately 70 employees are product and service
         development and operations support personnel; and

                  - Approximately 115 employees are accounting, marketing, human
         resources, real estate, legal and administrative support personnel.

         We are not a party to a collective bargaining agreement with any of our
employees. Although we experience high turnover of non-management personnel,
historically we have not experienced difficulty in obtaining adequate
replacement personnel. Periodically, our sales personnel become somewhat more
difficult to replace due, in part, to increased competition for skilled retail
sales personnel.

GOVERNMENT REGULATION

         Our operations and business practices are subject to regulation at
federal, state, provincial and local levels. The general rules and regulations
of the FTC and of other federal, state, provincial and local consumer protection
agencies apply to our advertising, sales and other trade practices.

         State and provincial statutes and regulations affecting the fitness
industry have been enacted or proposed in all of the states and provinces in
which we conduct business. Typically, these statutes and regulations prescribe
certain forms and regulate the terms and provisions of membership contracts,
including:

                  - Giving the member the right to cancel the contract, in most
         cases, within three business days after signing;

                  - Requiring an escrow for funds received from pre-opening
         sales or the posting of a bond or proof of financial responsibility;
         and, in some cases,

                  - Establishing maximum prices and terms for membership
contracts and limitations on the financing term of contracts.

                                       47



         In addition, we are subject to numerous other types of federal, state
and provincial regulations governing the sale, financing and collection of
memberships, including, among others, the Truth-in-Lending Act and Regulation Z
adopted thereunder, as well as state and provincial laws governing the
collection of debts. These laws and regulations are subject to varying
interpretations by a large number of state, provincial and federal enforcement
agencies and the courts. We maintain internal review procedures in order to
comply with these requirements and believe our activities are in substantial
compliance with all applicable statutes, rules and decisions.

         Under so-called "cooling-off" statutes in most states and provinces we
operate in, new members of fitness centers have the right to cancel their
memberships for a period of three to 15 business days after the date the
contract was entered into and are entitled to refunds of any payment made. The
amount of time new members have to cancel their membership contract depends on
the applicable state and provincial law. Further, our membership contracts
provide that a member may cancel his or her membership at any time for qualified
medical reasons or if the member relocates a certain distance away from our
fitness center. In addition, a membership may be cancelled in the event of a
member's death. The specific procedures for cancellation in these circumstances
vary according to differing state and provincial laws. In each instance, the
canceling member is entitled to a refund of prepaid amounts only. Furthermore,
where permitted by law, a fee is due upon cancellation, and we may offset that
amount against any refunds owed.

         We are a party to several state and federal consent orders. The consent
orders essentially require continued compliance with applicable laws and require
us to refrain from activities not in compliance with applicable laws. From time
to time, we make minor adjustments to our operating procedures to remain in
compliance with those consent orders.

         Our nutritional products are subject to regulation by one or more
federal agencies, including the Food and Drug Administration (the "FDA") and the
FTC. For example, the FDA regulates the formulation, manufacture and labeling of
vitamin and other nutritional supplements in the United States while the FTC is
principally charged with regulating marketing and advertising claims.

LEGAL PROCEEDINGS

         We are involved in various claims and lawsuits incidental to our
business, including claims arising from accidents at our fitness centers. In the
opinion of management, we are adequately insured against such claims and
lawsuits, and any ultimate liability arising out of such claims and lawsuits
will not have a material adverse effect on our financial condition or results of
operations. In addition, from time to time, customer complaints are investigated
by governmental bodies. In the opinion of management, none of the complaints or
investigations currently pending will have a material adverse effect on our
financial condition or results of operations.

                                       48



                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

         The following table sets forth certain information concerning Bally's
executive officers and directors.



            NAME               AGE                            POSITION
- ---------------------------    ---    --------------------------------------------------------------
                                
Paul A. Toback.............    40     Chairman, President and Chief Executive Officer
John W. Dwyer..............    51     Executive Vice President, Chief Financial Officer and Director
William G. Fanelli.........    41     Senior Vice President, Finance
Julie Adams................    58     Senior Vice President, Membership Services
Cary A. Gaan...............    57     Senior Vice President, Secretary and General Counsel
Harold Morgan..............    47     Senior Vice President, Chief Administrative Officer
John H. Wildman............    44     Senior Vice President, Chief Operating Officer
Martin Pazzani.............    46     Senior Vice President, Chief Marketing Officer
Martin E. Franklin.........    38     Director
J. Kenneth Looloian........    81     Director
James F. McAnally, M.D.....    54     Director
John W. Rogers, Jr.........    45     Director
Stephen C. Swid............    62     Director


         Paul A. Toback was named Chairman of the Board of Directors in May 2003
and was elected a Director in March 2003 and President and Chief Executive
Officer in December 2002, was Executive Vice President from February 2002 to
December 2002, Chief Operating Officer from June 2001 to December 2002 and was
Senior Vice President, Corporate Development from March 1998 to June 2001 and
Vice President, Corporate Development in November 1997. From January 1995 to
August 1997, Mr. Toback was Senior Vice President and Chief Operating Officer of
Globetrotters Engineering Corp., and from January 1993 to December 1994, he
served as Executive Assistant to the Chief of Staff at the White House. Prior to
January 1993, Mr. Toback was Director of Administration for Mayor Daley in the
City of Chicago. Mr. Toback is an attorney licensed to practice in the state of
Illinois.

         John W. Dwyer was elected a Director in August 2001, Executive Vice
President in November 1997, a Senior Vice President in 1995, Vice President and
Chief Financial Officer in May 1994 and was Treasurer from October 1996 to June
2001. Mr. Dwyer was Corporate Controller of Bally Entertainment Corporation
between June 1992 and December 1996 and a Vice President between December 1992
and December 1996.

         Julie Adams was elected Senior Vice President, Membership Services in
February 2003, was Vice President, Membership Services from September 1997 to
February 2003, Vice President, Controller from 1993 to September 1997,
Controller from March 1991 to 1993 and Director of Financial Reporting from
August 1985 to March 1991.

         William G. Fanelli was elected Senior Vice President, Finance in June
2001, was Senior Vice President, Operations from November 1997 to June 2001 and
was Vice President, Strategic Operations from November 1996 to November 1997.
Mr. Fanelli was Director, Business Development of Bally Entertainment
Corporation from October 1993 to December 1996.

         Cary A. Gaan was elected Senior Vice President and General Counsel in
January 1991 and Secretary in April 1996. Mr. Gaan served as a Vice President
from 1987 to 1991.

         Harold Morgan was elected Senior Vice President, Chief Administrative
Officer in February 2003, was Senior Vice President, Human Resources from
September 1995 to February 2003 and was Vice President from January 1992 to
September 1995. Mr. Morgan was Vice President, Human Resources of Bally
Entertainment Corporation between December 1992 and December 1996.

                                       49



         John H. Wildman was elected Senior Vice President, Chief Operating
Officer in December 2002, was Senior Vice President, Sales and Marketing from
November 1996 to December 2002 and Vice President, Marketing in September 1995.
For approximately four years prior thereto, Mr. Wildman was a Senior Area
Director.

         Martin Pazzani was elected Senior Vice President and Chief Marketing
Officer in August 2003. Prior to joining the Company, Mr. Pazzani was President
and Founder of The Global Marketing Revolution, Inc., a marketing consultancy,
from October 2002 to August 2003. From June 1997 to October 2002, Mr. Pazzani
was Corporate Senior Vice President and Worldwide Director of Foote, Cone and
Belding Worldwide's global business and strategy consulting division. Prior to
June 1997, Mr, Pazzani held various marketing and strategy-related positions at
DDB Needham Worldwide, Western International Media (now Initiative Media),
Rocket Science Advertising and Heublein/RJR Nabisco/Grand Metropolitan Plc. (now
Diago).

         Martin E. Franklin has served as a Director since March 2003. Mr.
Franklin is the Chairman and Chief Executive Officer of Jarden Corporation, a
provider of niche consumer products used in the home. Mr. Franklin is also a
principal and executive officer of a number of private investment entities,
including Marlin Holdings, Inc. Mr. Franklin was the Chairman of the Board of
Directors of Bolle Inc. from February 1997 until February 2000. Mr. Franklin has
previously held positions as Chairman and Chief Executive Officer of Lumen
Technologies, Inc. from May 1996 to December 1998, and Benson Eyecare
Corporation from October 1992 to May 1996. Since January 2002, Mr. Franklin has
served as the Chairman of the Board and a Director of Find/SVP, Inc.

         J. Kenneth Looloian has served as a Director since 1995. Mr. Looloian
is a consultant to Di Giorgio Corporation and served as the Sr. Vice President,
Chief Financial Officer of New Jersey Bell Telephone Company and Bellcore (now
Telecordia Technologies) before his retirement.

         James F. McAnally, M.D. has served as a Director since 1995. Dr.
McAnally is a private practitioner who specializes in hypertension and kidney
disease. Dr. McAnally is also the Medical Director of Nephrology Services at
Trinitas Hospital in Elizabeth, New Jersey and the Chief of Nephrology at Seton
Hall University, School of Graduate Medical Education.

         John W. Rogers, Jr. has served as a Director since April 2003. Mr.
Rogers is the Chairman and Chief Executive Officer of Ariel Capital Management,
Inc. and also serves as a Director on the boards of Aon Corporation, Bank One
Corporation, Exelon Corporation, GATX Corporation, Ariel Mutual Funds and
McDonald's Corporation.

         Stephen C. Swid has served as a Director since March 2003. Mr. Swid is
Chairman and Chief Executive Officer of SESAC, Inc., one of three performing
rights organizations in the United States.

                                       50



EXECUTIVE COMPENSATION

         The following table sets forth, for each of the years indicated, the
compensation paid by Bally to both its current and former Chief Executive
Officers during 2002, and the four other most highly compensated executive
officers of Bally as of December 31, 2002 (collectively, the "Named Executive
Officers"). During these years, the Named Executive Officers were compensated in
accordance with our plans and policies.

                           SUMMARY COMPENSATION TABLE



                                                                                          LONG-TERM
                                                                                     COMPENSATION AWARDS
                                                ANNUAL COMPENSATION                -----------------------
                                     -------------------------------------------   RESTRICTED
                                                                    OTHER ANNUAL     STOCK      SECURITIES     ALL OTHER
                                              SALARY       BONUS    COMPENSATION     AWARDS     UNDERLYING   COMPENSATION
 NAME AND PRINCIPAL POSITION         YEAR       ($)       ($)(1)      ($)(2)        ($)(3)     OPTIONS (#)     ($)(4)(5)
- ----------------------------------   ----     -------     -------   ------------   ----------  -----------   ------------
                                                                                        
Paul A. Toback                       2002     298,308     300,000                                                14,915
     President, Chief Executive      2001     260,000     200,000                     706,650     30,000         13,014
     Officer and Director            2000     260,000     190,000                     749,700     20,000         12,596

John W. Dwyer                        2002     372,885     300,000                                                29,665
     Executive Vice President,       2001     325,000     275,000                     706,650     30,000         33,500
     Chief Financial Officer and     2000     325,000     325,000                     374,850     30,000         36,952
     Director

William G. Fanelli                   2002     250,000     160,000                                                21,500
     Senior Vice President,          2001     250,000     160,000                     403,800     20,000         21,750
     Finance                         2000     250,000     165,000                     499,800     20,000         21,577

Cary A. Gaan                         2002     325,000     160,000                                                 1,000
     Senior Vice President,          2001     325,000     130,000                     302,850     10,000          1,000
     Secretary and General Counsel   2000     283,000     145,000                                 20,000          1,000

John H. Wildman                      2002     250,000     165,000
     Senior Vice President,          2001     250,000     165,000                     403,800     20,000
     Chief Operating Officer         2000     250,000     175,000                     187,425     20,000

Lee S. Hillman                       2002     638,654                               1,641,750                 4,863,600
     Former Chairman, President      2001     550,000     300,000                   1,211,400     60,000         50,000
     and Chief Executive Officer     2000     550,000     450,000                                 50,000         60,000


- -------------------

(1)      The 2002 bonus represents the bonus earned in 2002 and paid in March
         2003. The 2001 bonus represents the bonus earned in 2001 and paid in
         March 2002. The 2000 bonus represents the bonus earned in 2000 and paid
         in March 2001.

(2)      Certain incidental personal benefits to executive officers of Bally may
         result from expenses incurred by Bally in the interest of attracting
         and retaining qualified personnel. These incidental personal benefits
         made available to the Named Executive Officers during 2002 are not
         described herein because the incremental cost to Bally of such benefits
         is below the required disclosure threshold.

(3)      In 2002, Mr. Hillman was awarded 75,000 shares of restricted stock. In
         2001, the number of shares of restricted stock awarded to Messrs.
         Hillman, Toback, Dwyer, Fanelli, Gaan and Wildman was 60,000, 35,000,
         35,000, 20,000, 15,000 and 20,000, respectively. In 2000, the number of
         shares of restricted stock awarded to Messrs. Toback, Dwyer, Fanelli
         and Wildman was 30,000, 15,000, 20,000 and 7,500, respectively. The
         value of such shares was determined by the closing price of the common
         stock at the date of grant, net of consideration paid by each
         recipient. These shares were issued in the recipient's name and are
         held by Bally until the restrictions lapse. The restrictions on these
         shares lapse upon a change in control of Bally, the recipient's death,
         termination of employment due to disability or the first date prior to
         December 31, 2005 which follows seven consecutive trading days on which
         the trading price equals or exceeds the targeted stock price of $42 per
         share. If the restrictions do not lapse prior to December 31, 2005, the
         shares will be forfeited to Bally.

(4)      Represents amounts matched by Bally in connection with participation in
         Bally's savings plans.

                                       51



(5)      In 2002, with regards to our former Chairman, President, and Chief
         Executive Officer, this amount includes current and future cash
         payments through 2004 pursuant to a separation agreement with the
         Company and $926,100 for vesting of restricted stock.

EMPLOYMENT AGREEMENTS

         Bally entered into employment agreements with Mr. Toback, Mr. Dwyer,
Mr. Fanelli, Mr. Gaan, and Mr. Wildman effective as of January 1, 2003 for terms
of three years through December 31, 2005. Commencing January 1, 2005, such
employment period shall be extended each day by one day to create a new one-year
term. At any time at or after January 1, 2005, either the Company or the
executive may deliver notice to the other party that the employment period shall
expire on the last day of the one-year period commencing on the date of delivery
of such notice. The agreements provide for an annual base salary ($475,000 for
Mr. Toback and Mr. Dwyer, $375,000 for Mr. Gaan, and $325,000 for Mr. Fanelli
and Mr. Wildman), subject to increases at the discretion of Bally, and a bonus
payable at the discretion of Bally. In the event of a change in control of Bally
and the successor in control, without cause, terminates the agreement, or
employment is constructively terminated, the executive will be paid a lump sum
equal to a percentage of his annual target bonus for the year based on the
number of days passed until the date of termination, plus two times the
executive's annual salary and target bonus. If it is determined that any
payment, distribution or benefit received by the executive from the Company
pursuant to his agreement or any stock award or option plan would result in the
imposition of excise tax, the Company will pay the executive an additional
amount related to the excise tax. Under these employment agreements, if a change
in control of Bally had occurred on June 30, 2003 and the executive was
subsequently asked to leave the employ of Bally, Mr. Toback and Mr. Dwyer would
be entitled to a payment of $1,698,125, Mr. Gaan a payment of $1,171,875 and Mr.
Fanelli and Mr. Wildman a payment of $1,015,625, plus a percentage of their
target bonus based on the number of days worked up to their date of termination,
excluding excise tax related payments, if any, referred to above. In addition,
Mr. Gaan's agreement allows him to voluntarily end his employment after December
31, 2003 and be paid a lump sum equal to his annual salary and target bonus plus
a percentage of his annual target bonus for the year based on the number of days
passed until the date of termination.

MANAGEMENT RETIREMENT SAVINGS PLAN

         The board of directors of Bally has adopted the Bally Total Fitness
Holding Corporation Management Retirement Savings Plan (the "Retirement Plan").
The Retirement Plan is a deferred compensation plan designed to permit a select
group of management or highly compensated employees to enhance the security of
themselves and their beneficiaries following retirement or other termination of
their employment. The Retirement Plan is intended to be an unfunded "employee
pension benefit plan" under the Employee Retirement Income Security Act of 1974,
as amended, and is maintained by Bally. The Retirement Plan is not intended to
be qualified under the Internal Revenue Code of 1986, as amended (the "Code").
The board of directors, in its sole discretion, designates those members of
management or highly compensated employees who are eligible to participate in
the Retirement Plan.

         The amount of compensation that may be deferred is presently limited
pursuant to a schedule based upon the age of the participant at the beginning of
or during the compensation year. For participants who are less than 50 years of
age, a maximum of 25% of compensation may be deferred; for those who are 50 to
54 years of age, a maximum of 50% of compensation may be deferred; for those who
are 55 to 59 years of age, a maximum of 75% of compensation may be deferred; and
for those participants who are 60 years of age or older, a maximum of 100% of
compensation may be deferred. During 2002, Bally provided a matching
contribution of 50% of the first 10% of eligible compensation the participant
deferred and 0% thereafter. Matching contributions are credited to a
participant's matching account and become vested as follows: after one but less
than two Years of Deferral (as defined) they become 33 1/3% vested, after two
but less than three Years of Deferral they become 66 2/3% vested, and after more
than three Years of Deferral they become fully vested. For this purpose, a Year
of Deferral is credited with respect to a matching contribution for each
completed calendar year commencing after the calendar year for which the
matching contribution was made. A participant who separates from service will
receive his benefits under the Retirement Plan in a lump sum. As soon as
possible (but not later than five business days) after a change in control of
Bally (as defined), all of the participants' accounts will become 100% vested.

                                       52



         For 2002, Bally contributed $588,240 to the accounts of all
participants in the Retirement Plan, of which $65,935 was allocated to the
accounts of all executive officers of Bally as a group. Named Executive Officers
receiving allocations are as follows: Mr. Toback, $14,915, Mr. Dwyer, $28,788
and Mr. Fanelli, $20,500.

2000 BONUS PLAN

         In 2000, the Compensation Committee of the board of directors of Bally
adopted the Bally Total Fitness Holding Corporation 2000 Bonus Plan (the "Bonus
Plan"). The purpose of the Bonus Plan was to provide an additional performance
incentive for certain senior executive and other key employees of Bally for
2000, 2001 and 2002 (the "Plan Years"). The Compensation Committee, based upon
the recommendation of Bally's management, determined those employees who
participated in the Bonus Plan.

         Bonuses for each participant were part of a pool consisting of a
maximum of 14% of the increases in Bally's earnings before interest, taxes,
depreciation and amortization, for a plan year from the immediately preceding
plan year. Each participant had a determined participation percentage of the
amount allocated to the pool, which was based upon the participant's
responsibilities and contributions for the plan year. The participation
percentages were designated by the Compensation Committee and awarded in a
manner such that the sum of the participation percentages did not exceed 100% of
the pool. Each participant's share of the bonus amount for a plan year equaled
the individual's participation percentage for the plan year multiplied by the
amount allocated to the pool for such plan year. The bonus amounts were payable
by March 15th of the calendar year following the plan year. To the extent that
Bally's federal income tax deduction for remuneration to a participant was
limited by Section 162(m) of the Code, payments under the Bonus Plan were
deferred until Section 162(m) no longer limits the deduction.

         The determination of the participants and their participation
percentages by the Compensation Committee remained in effect until participation
ceases. A person ceased to be a participant immediately upon termination of
employment with Bally for any reason whatsoever. A person who ceased to be a
participant forfeited entitlement to future payments under the plan, other than
amounts deferred because of the Section 162(m) limitation.

STOCK OPTION AND SAR GRANTS

         The Company did not grant any options to purchase common stock to the
Named Executive Officers during 2002. There have been no stock appreciation
rights granted by Bally to date.

STOCK OPTION AND SAR EXERCISES

         The following table sets forth certain information concerning exercises
of stock options during 2002 by each of the Named Executive Officers and their
stock options outstanding as of December 31, 2002. There have been no stock
appreciation rights granted by Bally to date.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                    OPTION VALUES AT END OF LAST FISCAL YEAR



                                                      NUMBER OF SECURITIES
                                                     UNDERLYING UNEXERCISED
                                                           OPTIONS AT            VALUE OF UNEXERCISED IN-THE-MONEY
                                                       DECEMBER 31, 2002          OPTIONS AT DECEMBER 31, 2002 (1)
                           SHARES       VALUE      --------------------------    ---------------------------------
                        ACQUIRED ON    REALIZED    EXERCISABLE  UNEXERCISABLE    EXERCISABLE         UNEXERCISABLE
       NAME             EXERCISE (#)     ($)           (#)           (#)            ($)                   ($)
- ------------------      ------------   --------    -----------  -------------    -----------         -------------
                                                                                   
Paul A. Toback                                        93,333       26,667
John W. Dwyer                                        175,000       30,000          103,775
William G. Fanelli                                   115,000       20,000           44,475
Cary A. Gaan                                          46,666       13,334
John H. Wildman                                      105,000       20,000          103,775
Lee S. Hillman                                       435,000                       294,750


- -----------------

(1) Based on the closing price of common stock on the New York Stock Exchange on
    December 31, 2002, which was $7.09 per share.

                                       53



COMPENSATION OF DIRECTORS

         Members of the board of directors who are also employees of Bally do
not receive any additional compensation for service on the board of directors or
any committees of the board of directors. Members of the board of directors who
are not employees of Bally presently receive an annual retainer of $30,000 plus
a $2,000 stipend for each board of directors meeting attended. Non-employee
directors presently receive additional stipends for service on committees of the
board of directors of $1,000 per year for committee members and $2,000 per year
for committee chairman. In addition, in 2002 the then non-employee directors
received $17,500 for service on a special committee of the board of directors.
Also, pursuant to Bally's 1996 Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"), each non-employee director of Bally is granted an option to
purchase 5,000 shares of common stock upon the commencement of service on the
board of directors, with another option to purchase 5,000 shares of common stock
granted on the second anniversary thereof. Additional grants of options may be
made from time to time pursuant to the Directors' Plan. Options under the
Directors' Plan are generally granted with an exercise price equal to the fair
market value of the common stock at the date of grant. Option grants under the
Directors' Plan become exercisable in three equal annual installments commencing
one year from the date of grant and have a 10-year term. Under the Directors'
Plan, each of the then non-employee directors of Bally was granted options to
purchase 5,000 shares of common stock in September 2001, December 2000, January
1998 and January 1996.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         In general, "beneficial ownership" includes those shares a stockholder
has the power to vote or transfer and stock options or warrants that are
exercisable currently or within 60 days. Unless otherwise indicated, all
information with respect to ownership of common stock is as of September 15,
2003. On September 15, 2003, Bally had outstanding 33,969,827 shares of common
stock. The Common Shares Owned column includes, in certain circumstances, shares
of common stock held in the name of the director's or executive officer's
spouse, minor children, or relatives sharing the director's or executive
officer's home, the reporting of which is required by applicable rules of the
Securities and Exchange Commission, but as to which shares of common stock the
director or executive officer may have disclaimed beneficial ownership. As used
in the following tables, an asterisk in the Percentage of Outstanding Stock
column means less than 1%.

                                       54





                                                                COMMON    OPTIONS/WARRANTS       TOTAL      PERCENTAGE
                                                                SHARES      EXERCISABLE       BENEFICIAL    OUTSTANDING
                   BENEFICIAL OWNER                             OWNED      WITHIN 60 DAYS      OWNERSHIP       STOCK
- ---------------------------------------------------------     ---------   ----------------    ----------    -----------
                                                                                                
Paul A. Toback                                                  301,803        103,333           405,136       1.2%
     President, Chief Executive Officer and Director

John W. Dwyer                                                   260,872        185,000           445,872       1.3%
     Executive Vice President, Chief Financial Officer
     and Director

William G. Fanelli                                              155,967        121,666           277,633        *
     Senior Vice President, Finance

Cary A. Gaan                                                     93,103         50,000           143,103        *
     Senior Vice President, Secretary and General Counsel

John H. Wildman                                                 155,000        111,666           266,666        *
     Senior Vice President, Chief Operating Officer

Martin E. Franklin, Director (2)                                      -              -                 -        *

J. Kenneth Looloian, Director                                     2,500         16,666            19,166        *

James F. McAnally, M.D., Director                                 5,000         16,666            21,666        *

John W. Rogers, Jr., Director                                    10,000              -            10,000        *

Stephen C. Swid, Director (3)                                   269,300              -           269,300        *

Lee S. Hillman                                                    2,250      1,170,701         1,172,951       3.4%
     Former Chairman, President and Chief
     Executive Officer

All directors and executive officers as a
     group (12 persons) (9)                                   1,431,966        769,164         2,201,130       6.3%

SLS Management, LLC (1)(4)                                    3,211,541                        3,211,541       9.5%
     140 West 57th Street
     Suite 7B
     New York, New York 10019

Janus Capital Management LLC(1)(5)                            2,531,715                        2,531,715       7.5%
Janus Special Situations Fund (1)(5)
     100 Fillmore Street
     Denver, CO 80206

Liberty Wanger Asset Management, L.P. ("WAM") (1) (6)         2,498,900                        2,498,900       7.4%
WAM Acquisition GP, Inc., the general
     partner of WAM (1)(6)
Liberty Acorn Trust (1)(6)
     227 West Monroe Street, Suite 3000
     Chicago, IL 60606

Douglas Levine (1)(7)                                         2,280,348                        2,280,348       6.7%
     17 E. 17th Street, Apt. 7
     New York, NY 10013

Wellington Management Company, LLP (1)(8)                     1,754,800                        1,754,800       5.2%
     75 State Street
     Boston, MA 02109


- ------------------

(1)      Represents a beneficial owner of more than 5% of the common stock based
         on the owner's reported ownership of shares of common stock in filings
         made with the Securities and Exchange Commission

                                       55



         pursuant to Section 13(d) and 13(g) of the Securities Exchange Act of
         1934, as amended. Information with respect to each beneficial owner is
         generally as of the date of the most recent filing by the beneficial
         owner with the Securities and Exchange Commission and is based solely
         on information contained in such filings.

(2)      Does not include 35,326 shares of common stock held in escrow ("escrow
         shares") pursuant to the terms of the Escrow Agreement, dated December
         31, 2001, among the Company, Marlin Holdings, Inc., Douglas Levine, and
         other former stockholders of Crunch Fitness International, Inc., a
         Delaware corporation, including Marlin Capital L.P. and Bank of New
         York as escrow agent. Mr. Franklin is an executive officer of the
         general partner, Marlin Capital L.P.. Mr. Franklin disclaims beneficial
         ownership of the escrow shares.

(3)      Includes 25,000 shares held in trusts for which Mr. Swid's daughters
         are beneficiaries and of which Mr. Swid is a trustee and includes
         55,000 shares owned by The Wall Street Trust. Mr. Swid is the principal
         of the entity which is the investment manager of that trust.

(4)      SLS Management, LLC, is a Delaware limited liability company
         ("Management"). Management's principal business is managing a number of
         accounts containing securities over which Management has discretionary
         voting and dispositive power. One or more of management's advisory
         clients is the owner of 3,185,941 shares of common stock. Investment
         advisory arrangements with its advisory clients grant to Management
         voting and investment discretion over the securities owned by its
         advisory clients. Accordingly, Management may be deemed, for purposes
         of Regulation 13D-G under the Securities Exchange Act of 1934, the
         beneficial owner of 3,185,941 shares of common stock. Management has
         sole voting and dispositive power with respect to 2,981,486 of such
         shares of common stock and (in the case of one advisory client which
         retains the right to require Management to liquidate securities
         positions in its account under certain limited circumstances) may be
         deemed to share voting and dispositive power with respect to 204,455 of
         such shares of common stock.

(5)      Janus Capital is a registered investment adviser which furnishes
         investment advice to several investment companies registered under
         Section 8 of the Investment Company Act of 1940 and individual and
         institutional clients. These investment companies and other clients
         hold the shares of common stock that are reported in this chart. Janus
         Capital may be deemed to be the beneficial owner of common stock held
         by these investment companies and clients but disclaims any ownership
         of the common stock. Janus Special Situations Fund is an investment
         company registered under the Investment Company Act of 1940 and is one
         of the investment companies to which Janus Capital renders advice.
         Janus Special Situations Fund beneficially owns 1,919,170 shares.

(6)      Liberty Acorn Trust is an Investment Company under Section 8 of the
         Investment Company Act of 1940. WAM is an Investment Adviser registered
         under Section 203 of the Investment Advisers Act of 1940; WAM
         Acquisition GP, Inc., is the General Partner of the Investment Adviser.
         Liberty Acorn Trust beneficially owns 1,823,000 shares.

(7)      Includes 267,614 shares of common stock held in escrow (the "escrow
         shares") pursuant to the terms of an escrow agreement, dated December
         31, 2001, among the Company, Mr. Levine and other former stockholders
         of Crunch Fitness International, Inc., a Delaware corporation, Marlin
         Holdings, Inc., and Bank of New York, as escrow agent. Mr. Levine
         disclaims beneficial ownership of the escrow shares. Mr. Levine may be
         deemed to have shared voting and dispositive power of 100,000 shares of
         common stock beneficially owned by the Douglas and Kasia Levine Family
         Support Foundation and disclaims beneficial ownership over any shares
         held by that foundation.

(8)      Wellington Management Company, LLP ("WMC") in its capacity as
         investment advisor, may be deemed to beneficially own 1,754,800 shares
         of common stock which are held of record by clients of WMC. WMC has the
         shared power to vote or to direct the vote of 1,632,500 shares of
         common stock and the shared power to dispose or to direct the
         disposition of 1,754,800 shares of common stock.

(9)      Does not include Lee S. Hillman, our former Chairman, President and
         Chief Executive Officer.

                              CERTAIN TRANSACTIONS

         During 2002, we paid approximately $1.1 million for goods and services
from a company which employed a relative of Mr. Hillman and approximately $1.4
million for goods and services from a company which employed a relative of Mr.
Wildman. We believe that the terms of these arrangements were at least as
favorable to us as those which could be obtained from unrelated parties.

                                       56



                        DESCRIPTION OF OTHER INDEBTEDNESS

CREDIT FACILITY

         Bally has a five-year $100.0 million senior secured revolving credit
facility maturing June 30, 2008. This credit facility is secured by
substantially all of our real and personal property (excluding installment
contracts receivable) and is guaranteed by substantially all of our existing
(and future) restricted subsidiaries. The amount available under the credit
facility will be reduced by any outstanding letters of credit, which cannot
exceed $30.0 million. The rate of interest on borrowings will be, at Bally's
option, generally based upon either the agent bank's prime rate plus 2.25% to
2.75% depending on Bally's leverage ratio or a Eurodollar rate plus 3.25% to
3.75%, in each case, depending on its leverage ratio. A commitment fee of
one-half of 1% will be payable quarterly on the unused portion of the new credit
facility or, if Bally uses 33% or less of the new credit facility, the
commitment fee will be 0.75% of the unused portion of the credit facility. The
new credit facility contains covenants that limit our ability to incur
additional indebtedness, guarantee obligations, dispose of certain assets,
prepay certain indebtedness and make certain investments or acquisitions.

SENIOR SUBORDINATED NOTES DUE 2007

         In 1999, Bally exchanged the majority of its $225.0 million aggregate
principal amount of 9 7/8% Senior Subordinated Series B Notes due 2007 and all
of all of its $75.0 million aggregate principal amount of 9 7/8% Series
Subordinated C Senior Notes due 2007 for a like principal amount of 9 7/8%
Series D Senior Subordinated Notes due 2007. The Series B Notes not exchanged
and the Series D Notes, which are referred to collectively as our Senior
Subordinated Notes, mature on October 15, 2007. The Senior Subordinated Notes
are not subject to any sinking fund requirement but are redeemable at Bally's
option, in whole or in part, with premiums ranging from a current premium of
4.9% to zero in 2005 and thereafter. Payment of the Senior Subordinated Notes is
subordinated to the payment in full of all Bally's senior indebtedness,
including the notes and borrowings under the new credit facility. Interest on
the Senior Subordinated Notes is payable semiannually on April 15 and October 15
of each year. The indenture governing the Senior Subordinated Notes contains
covenants that limit our ability to incur additional indebtedness, pay
dividends, prepay certain indebtedness, dispose of certain assets, create liens
and make certain investments or acquisitions.

SECURITIZATION

         We have a master trust receivables securitization program through H & T
Master Trust, which is comprised of a portfolio of membership fee installment
sales contracts originated by Bally Total Fitness Corporation and its
affiliates. The trust has from time to time issued series of certificates
representing fractional ownership interests in the trust. As of June 30, 2003,
the only series outstanding under this program was the $155.0 million Series
2001-1 certificates, a variable funding series issued in November 2001. In July
2003, the maturity of $100 million of principal outstanding under this series
was extended to July 2005 and the Company paid down $25 million of principal.
The remaining $30 million of principal balance on our Series 2001-1 Certificates
is scheduled to begin amortizing in November 2003. The certificates under this
series are held and funded through a commercial paper conduit having a
commitment to purchase the certificates issued by the trust on a revolving
basis.

CAPITAL LEASE OBLIGATIONS AND MORTGAGES

         From time to time in the ordinary course of our business we enter into
capital leases and other secured obligations, principally mortgages, to finance
our operations. As of June 30, 2003, we had approximately $80.9 million of
outstanding capitalized lease and other secured obligations. These obligations
are generally secured by the underlying assets relating to such capital leases
or mortgages. As a result, the notes will be effectively subordinated to these
capitalized leases and other secured obligations to the extent of the assets
that constitute collateral securing these obligations.

                                       57



                              DESCRIPTION OF NOTES

GENERAL

         The old notes were issued and the notes will be issued under an
indenture, dated as of July 2, 2003, as supplemented on July 22, 2003, among
Bally, the subsidiary guarantors and U.S. Bank National Association, as trustee.
The following summary of the indenture does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Trust
Indenture Act of 1939, as amended and to all of the provisions of the indenture
(a copy of the form of which may be obtained from us), including the definitions
of certain terms therein and those terms made a part of the indenture by
reference to the Trust Indenture Act as in effect on the Issue Date. The
definitions of most of the capitalized terms used in the following summary are
set forth below under "--Certain Definitions."

         The notes will be Bally's senior unsecured obligations, ranking equal
in right of payment to all of Bally's unsubordinated debt. The notes will be
effectively subordinated to all of our existing and future secured debt to the
extent of the assets securing such debt. After giving effect to the sale of the
old notes and the other refinancing transactions and the application of the
proceeds therefrom, at June 30, 2003, the aggregate outstanding principal amount
of our secured debt and the secured debt of our subsidiaries would have been
approximately $210.9 million and Bally would have approximately $94.0 million of
secured borrowings available under the new credit facility after giving effect
to outstanding letters of credit of $6.0 million.

PRINCIPAL, MATURITY AND INTEREST

         The notes will be unlimited in aggregate principal amount, with $235.0
million aggregate principal amount to be issued in this offering. Additional
notes may be offered from time to time subject to the limitations set forth
under "--Certain Covenants--Incurrence of Indebtedness."

         The notes will be issued in fully registered form without coupons, in
denominations of $1,000 and integral multiples of $1,000. The notes will mature
on July 15, 2011.

         Interest on the notes will accrue at the rate of 10 1/2% per annum and
will be payable semi-annually in arrears on January 15 and July 15, commencing
on January 15, 2004. Bally will make each interest payment to the holders of
record of the notes on the immediately preceding January 1 and July 1.

         Interest on the notes will accrue from July 2, 2003. Interest will be
computed on the basis of a 360-day year made up of twelve 30-day months.

PAYMENTS ON THE NOTES

         All principal of, premium, if any, and interest on the notes will be
payable at Bally's office or agency in the City of New York maintained for this
purpose. Initially, payments will be made at the corporate trust office of the
trustee. However, Bally can make interest payments by check mailed to the
holders at their address set forth in the security register.

         Payments of principal of and interest on the notes will be made in
funds which are available the same day. The notes will trade in the same day
funds settlement system of DTC until maturity, and secondary market trading
activity for the notes will therefore settle in same day funds.

         The notes will not be entitled to the benefit of any mandatory sinking
fund.

TRANSFER AND EXCHANGE

         You may transfer or exchange the notes in accordance with the
indenture. The transfer or exchange will be made at Bally's office or agency in
the City of New York maintained for this purpose, which will initially be the
corporate trust office of the trustee. No service charge will be made for any
registration of transfer, exchange or redemption of notes, except in certain
circumstances for any tax or other governmental charge that may be imposed.

                                       58



         The registered holder of a note will be treated as the owner of it for
all purposes.

REDEMPTION

         At any time, or from time to time, on or prior to July 15, 2006, Bally
may redeem up to 35% of the aggregate principal amount of notes originally
issued under the indenture at a redemption price of 110.50% of the principal
amount thereof, plus accrued and unpaid interest to the redemption date, with
the net cash proceeds of one or more Public Equity Offerings. However,

         (1)      at least 65% of the notes must remain outstanding immediately
after the redemption;

         (2)      the redemption must be completed within 90 days of the closing
of the Public Equity Offering; and

         (3)      Bally must mail a notice of redemption no later than 60 days
after the closing of the Public Equity Offering.

         Except pursuant to the preceding paragraph, the notes will not be
redeemable at our option prior to July 15, 2007.

         Beginning July 15, 2007, Bally may redeem the notes, in integral
multiples of $1,000, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest, if any, to
the applicable redemption date:



                                    REDEMPTION
   IF WE REDEEM ON OR AFTER:           PRICE
   -------------------------     ----------------
                              
July 15, 2007.................        105.250%
July 15, 2008.................        102.625%
July 15, 2009 and thereafter..        100.000%


         Bally will give between 30 and 60 days prior notice of any optional
redemption described in this paragraph.

         If less than all the notes are going to be redeemed, the trustee will
select the notes or portions to be redeemed pro rata, by lot or by any other
method the trustee deems fair and reasonable.

GUARANTEES

         The Guarantors will jointly and severally guarantee Bally's obligations
under the indenture and the notes on a senior unsecured basis. The obligations
of each Guarantor under its Guarantee are limited as necessary to prevent the
Guarantee from constituting a fraudulent conveyance or fraudulent transfer under
applicable law. Some but not all of Bally's subsidiaries will guarantee the
notes. In the event of a bankruptcy, liquidation or reorganization of any of the
non-guarantor subsidiaries, holders of their indebtedness and their trade
creditors will generally be entitled to payment of their claims from the assets
of the non-guarantor subsidiaries before any assets are made available for
distribution to Bally. After giving effect to this offering and the other
refinancing transactions and the application of the proceeds therefrom, at June
30, 2003, the notes would have been effectively junior to approximately $155.1
million of indebtedness and other liabilities (including trade payables) of the
non-guarantor subsidiaries and approximately $0.5 million would have been
available to those subsidiaries for future borrowing under their credit
facilities. The non-guarantor subsidiaries generated 3.5% of our consolidated
revenues in the twelve-month period ended June 30, 2003 and held 36% of our
consolidated assets as of June 30, 2003.

         Each Guarantor may consolidate with or merge into or sell its assets to
Bally or another Guarantor that is a Subsidiary of Bally without limitation, or
with other Persons upon the terms and conditions set forth in the indenture. See
"--Certain Covenants--Merger, Consolidation or Sale of Assets." In the event a
Guarantor ceases to

                                       59



be a Subsidiary of Bally in a transaction that complies with the provisions set
forth in "--Certain Covenants--Asset Sales" and the other covenants contained in
the indenture, then the Guarantor's Guarantee will be released.

CHANGE OF CONTROL

         If a Change of Control occurs, each holder of notes will have the right
to require Bally to purchase all or any part of that holder's notes, in integral
multiples of $1,000. In the Change of Control Offer, Bally will offer to pay the
Change of Control Purchase Price in cash equal to 101% of the aggregate
principal amount of notes repurchased plus accrued and unpaid interest, if any,
to the date of purchase. Within 30 days following any Change of Control, Bally
will notify the trustee and mail a notice to each holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase the notes for the Change of Control Purchase Price on the Change
of Control Payment Date specified in the notice. The Change of Control Payment
Date will be between 30 and 60 days from the date that the notice is first
mailed. Bally will comply with the applicable tender offer rules and any other
applicable securities laws or regulations in connection with the repurchase of
the notes as a result of a Change of Control.

         Certain of Bally's Senior Debt, including the Senior Credit Facility,
currently prohibits Bally from purchasing any notes. If a Change of Control
occurs at a time when Bally is prohibited from purchasing the notes, Bally could
seek the consent of its senior lenders to the purchase of the notes or could
attempt to refinance the borrowings that contain the prohibition. If Bally does
not obtain a consent or repay the borrowings, Bally will remain prohibited from
purchasing the notes. Even if Bally obtained the consent or repaid the
borrowings, Bally may not have available funds sufficient to pay the Change of
Control Purchase Price for all the notes that might be tendered by holders of
the notes seeking to accept the Change of Control Offer. In either case, Bally's
failure to make or complete the Change of Control Offer or pay the Change of
Control Purchase Price when due will be an Event of Default under the indenture
which could, in turn, constitute a default under the Senior Debt.

         Bally's requirement to make a Change of Control Offer may deter a third
party from acquiring Bally in a Change of Control transaction.

         In addition to Bally's requirements under the notes upon a Change of
Control, the indebtedness under the Senior Credit Facility will become
immediately due and payable upon a "change of control" as defined in the Senior
Credit Facility. Furthermore, the indenture governing Bally's Subordinated Notes
contains a provision similar to the Change of Control provisions relating to the
notes that requires Bally to make a change of control offer with respect to its
Subordinated Notes upon a change of control.

         The definition of Change of Control includes a phrase relating to the
sale, lease, transfer, conveyance or other disposition of "all or substantially
all" of the assets of Bally. The term "all or substantially all" has not been
interpreted under New York law, which governs the indenture, to represent a
specific quantitative test. Accordingly, the ability of a holder of notes to
require Bally to repurchase their notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of Bally to
another Person or group may be uncertain.

CERTAIN COVENANTS

         Under the indenture, Bally and its Subsidiaries are subject to, among
others, the covenants described in this section. However, Bally's Unrestricted
Subsidiaries will not be subject to any of the restrictive covenants described
in this section.

         Asset Sales. Neither Bally nor its Subsidiaries will consummate an
Asset Sale unless:

                  (1)      Bally or the Subsidiary, as the case may be, receives
         consideration at the time of the Asset Sale at least equal to the Fair
         Market Value of the shares or assets issued or sold or otherwise
         disposed of;

                  (2)      such Fair Market Value is determined by Bally's board
         of directors and evidenced by a resolution of the board of directors;
         and

                                       60



                  (3)      at least 75% of the consideration received by Bally
         or the Subsidiary is in the form of cash or Cash Equivalents;

         Within 360 days after the receipt of any Net Cash Proceeds from an
Asset Sale, Bally or the Subsidiary may apply the Net Cash Proceeds at its
option:

                  (1)      to repay Indebtedness under the Senior Credit
         Facility or any other Senior Secured Debt (and, in each case, effect a
         corresponding permanent reduction in the availability under such Senior
         Credit Facility or to the outstanding amount of such Senior Secured
         Debt) or to repay unsecured Senior Debt that has provisions requiring
         Bally to make an offer to purchase upon an Asset Sale; provided,
         however, that if Bally repays such unsecured Senior Debt it must make a
         ratable offer to all holders of notes as provided in the following
         paragraph;

                  (2)      to acquire properties and assets that replace the
         properties and assets that were the subject of the Asset Sale; or

                  (3)      to acquire properties and assets that will be used in
         the businesses of Bally or its Subsidiaries existing on the Issue Date
         or in businesses reasonably related or complementary.

         Any Net Cash Proceeds from Asset Sales that are not applied or invested
as provided in the preceding paragraph will constitute Excess Proceeds. When the
aggregate amount of Excess Proceeds exceeds $15.0 million:

                  (1)      Bally will make an offer to purchase an aggregate
         principal amount of notes equal to the Excess Proceeds multiplied by a
         fraction, the numerator of which is the outstanding aggregate principal
         amount of notes, and the denominator of which is the outstanding
         aggregate principal amount of the notes and any unsecured Senior Debt
         that has provisions requiring Bally to make an offer to purchase upon
         an Asset Sale, and

                  (2)      Bally will make an offer to purchase any unsecured
         Senior Debt that has provisions requiring Bally to make an offer to
         purchase upon an Asset Sale, in an aggregate principal amount equal to
         the remaining Excess Proceeds after the purchase described in paragraph
         (1) above.

         The offer price for the notes will be equal to 100% of principal amount
plus accrued and unpaid interest, if any, to the date of purchase, and will be
payable in cash. If any Excess Proceeds remain after these purchases, Bally may
use the remaining Excess Proceeds for any purpose not otherwise prohibited by
the indenture. If the aggregate principal amount of notes tendered in these
purchases exceeds the amount of Excess Proceeds, the trustee shall select the
notes to be purchased on a pro rata basis. Upon completion of these purchases,
the amount of Excess Proceeds shall be reset at zero.

         Bally will complete the purchase of any notes and any unsecured Senior
Debt that has provisions requiring Bally to make an offer to purchase upon an
Asset Sale between 30 and 60 days from the date the holders receive notice of
the purchase offer, or later as may be necessary to comply with the requirements
under the Exchange Act. Bally will comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with this offer to purchase notes
and such unsecured Senior Debt.

         Restricted Payments. Except for Permitted Investments, neither Bally
nor its Subsidiaries will:

                  (1)      declare or pay any dividend on, or make any other
         payment or distribution to, any shares of Bally's Capital Stock, other
         than dividends or distributions payable solely in shares of its
         Qualified Capital Stock or in options, warrants or other rights to
         acquire shares of Qualified Capital Stock;

                  (2)      purchase, redeem or otherwise acquire or retire for
         value the Capital Stock of Bally or any Affiliate of Bally, other than
         Capital Stock of any Wholly Owned Subsidiary;

                                       61



                  (3)      make any principal payment on, or repurchase, redeem,
         defease, retire or otherwise acquire for value, any Subordinated
         Indebtedness, except a scheduled principal payment, sinking fund
         payment or maturity;

                  (4)      declare or pay any dividend or distribution on any
         Capital Stock of any Subsidiary or purchase, redeem or otherwise
         acquire or retire for value any Capital Stock of any Subsidiary, in
         either case, other than to or from Bally or any of its Wholly Owned
         Subsidiaries;

                  (5)      incur, create or assume any guarantee of Indebtedness
         of any Affiliate of Bally, other than a Wholly Owned Subsidiary; or

                  (6)      make any Investment in any Person (all payments and
         other actions described in paragraphs (1) through (6) above
         collectively referred to as "Restricted Payments"),

         unless, immediately before and immediately after giving effect to the
Restricted Payment:

                  (1)      no Default or Event of Default exists or would exist,
         after notice or lapse of time, or both, under the terms of any
         Indebtedness of Bally or its Subsidiaries;

                  (2)      Bally could incur at least $1.00 of additional
         Indebtedness (other than Permitted Indebtedness or Permitted Subsidiary
         Indebtedness) under the covenant described below under "--Incurrence of
         Indebtedness"; and

                  (3) the Restricted Payment, together with the aggregate amount
         of all other Restricted Payments made by Bally and its Subsidiaries
         after October 7, 1997 plus Permitted Payments described in clause (7)
         of the next succeeding paragraph, is less than $5.0 million plus the
         sum of:

                           (a) 50% of the aggregate Consolidated Net Income of
                  Bally accrued on a cumulative basis during the period
                  beginning on January 1, 1998 and ending on the last day of
                  Bally's last fiscal quarter ending before the date of the
                  Restricted Payment (or, if the aggregate cumulative
                  Consolidated Net Income is a loss, minus 100% of such loss);
                  plus

                           (b) the aggregate Net Cash Proceeds received after
                  October 7, 1997 by Bally either (x) as capital contributions
                  in the form of common equity to Bally or (y) from the issuance
                  or sale, other than to any of its Subsidiaries, of Qualified
                  Capital Stock of Bally or any options, warrants or rights to
                  purchase Qualified Capital Stock of Bally (except, in each
                  case, to the extent those proceeds are used to purchase,
                  redeem or otherwise retire Capital Stock or Subordinated
                  Indebtedness as described in clause (2) or (3) of the next
                  succeeding paragraph) in each case, other than Net Cash
                  Proceeds received from the issuance or sale of Qualified
                  Capital Stock or options, warrants or rights to purchase
                  Qualified Capital Stock in, or otherwise received in
                  connection with, the Refinancing; plus

                           (c) the aggregate Net Cash Proceeds received after
                  October 7, 1997 by Bally, other than from any of its
                  Subsidiaries, upon the exercise of any options, warrants or
                  rights to purchase Qualified Capital Stock of Bally; plus

                           (d) the aggregate Net Cash Proceeds received after
                  October 7, 1997 by Bally from the conversion or exchange, if
                  any, of debt securities or Redeemable Capital Stock of Bally
                  or its Subsidiaries into or for Qualified Capital Stock of
                  Bally plus, to the extent those debt securities or Redeemable
                  Capital Stock were issued after October 7, 1997, the aggregate
                  of Net Cash Proceeds from their original issuance; plus

                           (e) in the case of the disposition or repayment of
                  any Investment constituting a Restricted Payment made after
                  October 7, 1997, an amount equal to the lesser of the return
                  of capital with respect to that Investment and the initial
                  amount of that Investment, in either case, less the cost of
                  the disposition of that Investment.

                                       62



         So long as no Default exists, the preceding provisions will not
prohibit the following Permitted Payments:

                  (1)      the payment of any dividend within 60 days after the
         date of declaration;

                  (2)      the redemption, repurchase, retirement, or other
         acquisition of any shares of any class of Capital Stock of Bally in
         exchange for, or out of the Net Cash Proceeds of a substantially
         concurrent sale, other than to a Subsidiary, of other shares of
         Qualified Capital Stock of Bally; provided that the Net Cash Proceeds
         from the issuance of Qualified Capital Stock will, to the extent used,
         be excluded from clause (3)(b) of the preceding paragraph;

                  (3)      the repurchase, redemption, defeasance, retirement or
         acquisition for value or payment of principal of any Subordinated
         Indebtedness or Redeemable Capital Stock in exchange for, or in an
         amount not in excess of the Net Cash Proceeds of, a substantially
         concurrent issuance and sale for cash, other than to any Subsidiary, of
         any Qualified Capital Stock of Bally, provided that the Net Cash
         Proceeds from the issuance of the shares of Qualified Capital Stock
         are, to the extent so used, excluded from clause (3)(b) of the
         preceding paragraph;

                  (4)      the repurchase, redemption, defeasance, retirement,
         refinancing, acquisition for value or payment of principal of any
         Subordinated Indebtedness, other than Redeemable Capital Stock (a
         "refinancing"), through the substantially concurrent issuance of new
         Subordinated Indebtedness of Bally, provided that any such new
         Subordinated Indebtedness:

                           (a)      shall be in a principal amount that is not
                  greater than the principal amount so refinanced, plus the
                  lesser of:

                                    (i)      the stated amount of any premium or
                           other payment required to be paid to complete a
                           refinancing, or

                                    (ii)     the amount of premium or other
                           payment actually paid at the time of refinancing the
                           Indebtedness, plus, in either case, the amount of
                           expenses Bally incurred in connection with the
                           refinancing;

                           (b)      has an Average Life to Stated Maturity
                  greater than the remaining Average Life to Stated Maturity of
                  the notes;

                           (c)      has a Stated Maturity for its final
                  scheduled principal payment later than the Stated Maturity for
                  the final scheduled principal payment of the notes; and

                           (d)      is expressly subordinated in right of
                  payment to the notes at least to the same extent as the
                  Subordinated Indebtedness to be refinanced;

                  (5)      the repurchase, redemption, defeasance, retirement,
         refinancing, acquisition for value or payment of principal (a
         "refinancing") of the Subordinated Notes, through the substantially
         concurrent issuance of Senior Debt, provided that:

                           (a)      such Senior Debt shall be in a principal
                  amount that is not greater than the principal amount of
                  Subordinated Notes so refinanced, plus the lesser of:

                                    (i)      the stated amount of any premium or
                           other payment required to be paid to complete a
                           refinancing of such Subordinated Notes, or

                                    (ii)      the amount of premium or other
                           payment actually paid at the time of refinancing such
                           Subordinated Notes, plus, in either case, the amount
                           of expenses Bally incurred in connection with the
                           refinancing; and

                                       63



                           (b)      the incurrence of such Senior Debt shall be
                  permitted by clause (11) of the definition of Permitted
                  Indebtedness (as defined below under the caption "Incurrence
                  of Indebtedness");

                  (6)      the repurchase, redemption, defeasance, retirement,
         refinancing, acquisition for value or payment of any Redeemable Capital
         Stock through the substantially concurrent issuance of new Redeemable
         Capital Stock of Bally, provided that any new Redeemable Capital Stock:

                           (a)      will have an aggregate liquidation
                  preference that does not exceed the aggregate liquidation
                  preference of the amount being refinanced;

                           (b)      has an Average Life to Stated Maturity
                  greater than the remaining Average Life to Stated Maturity of
                  the notes; and

                           (c)      has a Stated Maturity later than the Stated
                  Maturity for the final scheduled principal payment of the
                  notes; and

                  (7) the repurchase of shares of, or options or warrants to
         purchase shares of, common stock of Bally or any of its Subsidiaries
         from employees, former employees, directors or former directors of
         Bally or any of its Subsidiaries (or permitted transferees of such
         employees, former employees, directors or former directors), pursuant
         to the terms of the agreements (including employment agreements) or
         plans (or amendments thereto) approved by the board of directors of
         Bally under which those individuals purchase or sell or are granted the
         option to purchase or sell, shares of common stock in an aggregate
         amount not to exceed $500,000 in any calendar year or an aggregate of
         $2.5 million from and after the Issue Date.

         Incurrence of Indebtedness. Bally will not incur any Indebtedness,
including Acquired Debt. However, Bally may incur Indebtedness, including
Acquired Debt, if the Consolidated Fixed Charge Coverage Ratio for the most
recently ended four full fiscal quarters for which financial statements are
available immediately preceding the date on which the additional Indebtedness is
incurred, taken as one period, would have been at least 2.0 to 1, determined on
a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if:

                  (1)      the additional Indebtedness had been incurred on the
         first day of the four-quarter period;

                  (2)      the incurrence, repayment or retirement of any other
         Indebtedness since the first day of the four-quarter period had
         occurred on the first day of the four-quarter period;

                  (3)      in the case of Acquired Debt, the related acquisition
         had taken place on the first day of the four-quarter period; and

                  (4)      any acquisition or disposition of any company or any
         business or any assets out of the ordinary course of business since the
         first day of the four-quarter period had been completed on the first
         day of the four-quarter period.

         Bally will not allow any of its Subsidiaries to incur any Indebtedness,
except for Permitted Subsidiary Indebtedness.

         The preceding paragraphs will not prohibit the incurrence of any
Permitted Indebtedness, as defined below:

                  (1)      Indebtedness under the Senior Credit Facility and the
         Securitization Facility in an aggregate amount not to exceed, whichever
         amount is greater, (a) $275.0 million or (b) $115.0 million plus 80% of
         the net book value of the consolidated accounts receivable of Bally and
         its Subsidiaries, calculated in accordance with GAAP, in each case
         minus any permanent reductions of the amounts outstanding under the
         Senior Credit Facility or the Securitization Facility as a result
         repayments of such Indebtedness pursuant to the covenant described
         above under the caption "Asset Sales";

                  (2)      Indebtedness of Bally:

                                       64



                           (a)      represented by the notes, or

                           (b)      that is incurred and actually applied, in
                  any amount, and in whole or in part, to

                                    (i)      redeem all of the notes
                           outstanding, or

                                    (ii)     effect a Legal Defeasance or a
                           Covenant Defeasance;

                  (3)      Indebtedness of Bally outstanding on the Issue Date;

                  (4)      Indebtedness of Bally owing to a Subsidiary and not
         transferring to any other Person:

                           (a)      that is made pursuant to an intercompany
                  note and is expressly subordinated in right of payment to the
                  notes, and

                           (b)      will not be due and payable upon an Event of
                  Default until it is cured, waived or rescinded;

                  (5)      Interest Rate Agreements entered into in the ordinary
         course of business as long as these obligations do not exceed the
         aggregate principal amount of the Indebtedness then outstanding to
         which the Interest Rate Agreements apply;

                  (6)      Up to $50.0 million aggregate principal amount
         outstanding at any one time of Capital Lease Obligations, Purchase
         Money Obligations or other Indebtedness incurred or assumed in
         connection with the acquisition, improvement or development of any real
         or personal property, in each case incurred for the purpose of
         financing or refinancing all or any part of the purchase price or cost
         of construction or improvement of property used in the business of
         Bally and any refinancings of such Indebtedness made in accordance with
         paragraph (10) below; provided that the principal amount of any
         Indebtedness permitted under this paragraph (6) was not, at the time of
         incurrence, more than the cost of the acquired or constructed asset or
         improvement that was financed;

                  (7)      Indebtedness of Bally in respect of performance
         bonds, surety bonds and replevin bonds provided by Bally in the
         ordinary course of business;

                  (8)      other Indebtedness of Bally that is not greater than
         $50.0 million in the aggregate at any one time outstanding;

                  (9)      Indebtedness arising from a bank or other financial
         institution honoring a check, draft or other financial instrument drawn
         against insufficient funds in the ordinary course of business, provided
         that it is extinguished within four business days of its incurrence;
         and

                  (10)     any renewals, extensions, substitutions, refundings,
         refinancings or replacements of any Indebtedness described in
         paragraphs (3) and (4) of this definition of "Permitted Indebtedness,"
         including any successive refinancings if:

                           (a)      the borrower is Bally or, if not Bally, the
                  same as the borrower of the Indebtedness being refinanced;

                           (b)      the aggregate principal amount of
                  Indebtedness as of the Issue Date is not increased by more
                  than the lesser of:

                                    (i)      the stated amount of any premium or
                           other payment required to be paid to complete a
                           refinancing; or

                                       65



                                    (ii)     the amount of premium or other
                           payment actually paid at the time of refinancing the
                           Indebtedness, plus, in either case, the amount of
                           expenses of Bally incurred in connection with the
                           refinancing; and

                           (c)      (i) in the case of any refinancing of
                           Indebtedness that is Subordinated Indebtedness, the
                           new Indebtedness is made subordinate to the notes at
                           least to the same extent as the Indebtedness being
                           refinanced, and

                                    (ii)     in the case of Senior Debt or
                           Subordinated Indebtedness, as the case may be, the
                           refinancing does not reduce the Average Life to
                           Stated Maturity or the Stated Maturity of the
                           Indebtedness;

                  (11)     Indebtedness of Bally used to make any Permitted
         Payment set forth in clause (5) of the definition of Permitted Payments
         (as defined above under the caption "--Restricted Payments"); provided,
         that the Senior Leverage Ratio for the most recently ended four full
         fiscal quarters for which financial statements are available
         immediately preceding the date on which the additional Indebtedness is
         incurred, taken as one period, does not exceed 2.75 to 1, determined on
         a pro forma basis (including a pro forma application of the net
         proceeds therefrom).

         Liens. Bally will not, and will not cause or permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit or
suffer to exist any Liens upon any property or assets of Bally or any of its
Subsidiaries whether owned on the Issue Date or acquired after the Issue Date,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom unless:

                  (1)      in the case of Liens securing Subordinated
         Indebtedness, the notes or the Guarantee of such Guarantor, as the case
         may be, are secured by a Lien on such property, assets or proceeds that
         is senior in priority to such Liens; and

                  (2)      in all other cases, the notes or the Guarantees, as
         the case may be, are secured on an equal and ratable basis, except for
         Permitted Liens and:

                           (a)      Liens existing as of the Issue Date to the
                  extent and in the manner such Liens are in effect on the Issue
                  Date;

                           (b)      Liens securing Indebtedness permitted by
                  clauses (1)and (6) of the definition of Permitted Indebtedness
                  (as defined in the "--Certain Covenants--Incurrence of
                  Indebtedness") and Liens securing Indebtedness constituting
                  Indebtedness referred to by the cross-reference to clause (1)
                  of the definition of Permitted Indebtedness contained in
                  clause (2) of the definition of Permitted Subsidiary
                  Indebtedness (including guarantees of Obligations owed under
                  the Senior Credit Facility) and, in each case, related
                  Obligations;

                           (c)      Liens securing the notes and Guarantees;

                           (d)      Liens of Bally or a Subsidiary on assets of
                  any Subsidiary and Liens on the assets of Bally in favor of a
                  Subsidiary that is a Guarantor;

                           (e)      Liens securing Indebtedness that is incurred
                  to refinance any Indebtedness that has been secured by a Lien
                  permitted under the indenture and that has been incurred in
                  accordance with the provisions of the indenture; provided,
                  however, that such Liens:

                                    (x) are no less favorable to the holders of
                           notes in any material respect, than the Liens in
                           respect of the Indebtedness being refinanced; and

                                    (y) do not extend to or cover any property
                           or assets of Bally or any of its Subsidiaries not
                           securing the Indebtedness so refinanced, except in
                           the case of Liens securing Purchase Money
                           Obligations, then the Liens permitted by this clause
                           (e) may

                                       66



                           extend to or cover a similar property or asset that
                           was subject to the Lien at the time such Purchase
                           Money Obligation was originally incurred; and

                           (f)      Liens in favor of Bally.

         Dividend and Other Payment Restrictions Affecting Subsidiaries. Neither
Bally nor its Subsidiaries will create or permit to exist any consensual
encumbrance or restriction on the ability of any Subsidiary to:

                  (1)      pay dividends or make any other distributions on its
         Capital Stock;

                  (2)      pay any indebtedness owed to Bally or any other
         Subsidiary;

                  (3)      make any Investment in Bally or any other Subsidiary;
         or

                  (4)      transfer any of its properties or assets to Bally or
         any other Subsidiary.

         However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

                  (1)      any agreement in effect on the Issue Date;

                  (2)      with respect to a Subsidiary that was not a
         Subsidiary on the Issue Date, any agreement or otherwise in existence
         at the time the Person becomes a Subsidiary and was not incurred in
         connection with or in contemplation of, this Person becoming a
         Subsidiary;

                  (3)      customary non-assignment or subletting provisions in
         leases, licenses or other contracts;

                  (4)      restrictions entered into in the ordinary course of
         business contained in any lease of any Subsidiary or any security
         agreement or mortgage securing Indebtedness of any Subsidiary to the
         extent the restriction restricts the transfer of property subject to
         the security agreement, mortgage or lease;

                  (5)      any restriction contained in an agreement pursuant to
         which Permitted Subsidiary Indebtedness is incurred; and

                  (6)      any amendments, substitutions, restructurings,
         supplements, extensions, renewals, refinancings, replacements of or
         other modifications to any agreement described in paragraphs (1)
         through (5) above and this paragraph (6), provided that these are no
         more restrictive in any material respect than those contained in the
         agreements, as in effect on the Issue Date.

         Merger, Consolidation or Sale of Assets. Bally will not, in one or more
related transactions: (1) consolidate or merge with or into another Person; (2)
sell, assign, transfer, convey, lease or otherwise dispose of all or
substantially all of its properties or assets to another Person; or (3) permit
any of its Subsidiaries to enter into any transaction or series of related
transactions if the transaction or series of related transactions, in the
aggregate, would result in a sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of Bally
and its Subsidiaries on a Consolidated basis to another Person; unless:

                  (1)      either: (a) Bally is the surviving corporation; or
         (b) the Person formed by or surviving the consolidation or merger (if
         other than Bally) or to which the sale, assignment, transfer,
         conveyance or other disposition shall have been made is a corporation
         organized and existing under the laws of the United States, any state
         thereof or the District of Columbia;

                  (2)      the Person formed by or surviving the consolidation
         or merger (if other than Bally) or the Person to which the sale,
         assignment, transfer, conveyance or other disposition shall have been
         made expressly assumes all the obligations of Bally under the notes and
         the indenture pursuant to agreements reasonably satisfactory to the
         trustee;

                                       67



                  (3)      immediately before and after the transaction no
         Default or Event of Default exists;

                  (4)      immediately before and after giving the transaction
         pro forma effect and any related financing transactions as if the same
         had occurred on the first day of the applicable four-quarter period,
         Bally or the Person formed by or surviving the consolidation or merger
         (if other than Bally) or the Person to which the sale, assignment,
         transfer, conveyance or other disposition shall have been made, could
         incur at least $1.00 of additional Indebtedness (other than Permitted
         Indebtedness or Permitted Subsidiary Indebtedness) pursuant to the
         Fixed Charge Coverage Ratio test set forth in the first paragraph of
         the covenant described above under "--Incurrence of Indebtedness"; and

                  (5)      The trustee has received the required documentation,
         including an opinion of counsel, regarding the transaction's compliance
         with the provisions of the indenture.

         This "Merger, Consolidation or Sale of Assets" covenant will not apply
to a merger between Bally and any of its Subsidiaries, provided Bally is the
surviving corporation, or among Subsidiaries.

         Transactions with Affiliates. Neither Bally nor its Subsidiaries will
enter into any transaction or series of related transactions with or for the
benefit of any Affiliate (each, an "Affiliate Transaction"), unless:

                  (1)      it is no less favorable to Bally or the relevant
         Subsidiary than would have been obtained in a comparable transaction by
         Bally or such Subsidiary in arm's-length dealings with an unrelated
         Person;

                  (2)       with respect to any Affiliate Transaction or series
         of related Affiliate Transactions involving aggregate value in excess
         of $1.0 million, Bally delivers to the trustee an officers' certificate
         certifying that such Affiliate Transaction complies with this covenant;
         and

                  (3)      with respect to any Affiliate Transaction or series
         of related Affiliate Transactions involving aggregate value in excess
         of $10.0 million, either Bally delivers to the trustee an opinion as to
         the fairness to Bally or such Subsidiary of such Affiliate Transaction
         from a financial point of view issued by an accounting, appraisal or
         investment banking firm of national standing or the transaction or
         series of related transactions has been approved by a majority of the
         Disinterested Directors of Bally.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph:

                  (1)      any transaction with an employee or director of Bally
         or any of its Subsidiaries entered into by Bally or the Subsidiary in
         the ordinary course of business;

                  (2)      transactions between or among Bally and/or its
         Subsidiaries;

                  (3)      any transaction related to the Securitization
         Facility;

                  (4)      Restricted Payments that are permitted by the
         provisions of the indenture described above under "--Restricted
         Payments" or Permitted Payments; and

                  (5)      management or similar agreements between Bally or any
         Subsidiary and Affiliates in which Bally or any Subsidiary has made an
         Investment.

         Preferred Stock of Subsidiaries. Except for the acquisition of all the
outstanding Preferred Stock of the Subsidiary, Bally will not permit:

                  (1)      its Subsidiaries to issue any Preferred Stock, except
         for

                           (a)      Preferred Stock issued to Bally or a Wholly
                  Owned Subsidiary, and

                                       68



                           (b)    Preferred Stock issued by a Person before that
                  Person becomes a Subsidiary, merges with or into a Subsidiary
                  or has a Subsidiary merge with or into them but not in
                  contemplation of any of these transactions,

                  (2)      any Person, other than Bally or a Wholly Owned
         Subsidiary, to acquire Preferred Stock of any Subsidiary from Bally or
         any Subsidiary.

         Unrestricted Subsidiaries. Neither Bally nor its Subsidiaries will
make, an Investment in Unrestricted Subsidiaries, unless

                  (1)      the aggregate amount of the Investments would not
         exceed the amount of Restricted Payments then allowed, or

                  (2)      the Investment is a Permitted Investment.

         Except for Permitted Investments, any Investment in an Unrestricted
Subsidiary must be made in accordance with the procedures described in
"--Restricted Payments" and may be made in cash or property.

         Additional Subsidiary Guarantees. If the Company or any Subsidiary
transfers or causes to be transferred, in one transaction or a series of related
transactions, any property to any Domestic Subsidiary that is not a Guarantor
having total assets (after giving effect to such transfer) with a book value in
excess of $500,000, or if the Company or any of its Subsidiaries shall organize,
acquire or otherwise invest in another Domestic Subsidiary having total assets
with a book value in excess of $500,000, then such Domestic Subsidiary shall:

                  (1)      execute and deliver to the trustee a supplemental
         indenture in form reasonably satisfactory to the trustee pursuant to
         which such Subsidiary shall unconditionally guarantee all of the
         Company's obligations under the notes and the indenture on the terms
         set forth in the indenture; and

                  (2)      deliver to the trustee an opinion of counsel that
         such supplemental indenture has been duly authorized, executed and
         delivered by such Subsidiary and constitutes a legal, valid, binding
         and enforceable obligation of such Subsidiary.

         Thereafter, such Subsidiary shall be a Guarantor for all purposes of
the indenture; provided, however, that (i) if such Subsidiary is a Non-Guarantor
Subsidiary, it shall not be required to be a Guarantor hereunder and (ii) to the
extent that a Subsidiary is subject to any instrument governing Acquired Debt,
as in effect at the time of acquisition thereof, that prohibits such Subsidiary
from issuing a Guarantee, such Subsidiary shall not be required to execute such
a supplemental indenture until it is permitted to issue such Guarantee pursuant
to the terms of such Acquired Debt; provided, further, however, that
notwithstanding the above proviso, if any such Subsidiary, other than a
Non-Guarantor Subsidiary, incurs Indebtedness under or guarantees the Senior
Credit Facility, then such Subsidiary, other than a Non-Guarantor Subsidiary,
will guarantee the notes as well.

         Reports. Whether or not required by the Commission, so long as any
notes are outstanding, Bally will furnish to the holders of notes and file with
the trustee, within 15 days of the time periods specified in the Commission's
rules and regulations:

                  (1)      all quarterly and annual reports on Forms 10-Q and
         10-K; and

                  (2)      all current reports on Form 8-K.

         In addition, whether or not required by the Commission, Bally will file
a copy of all of the information and reports referred to in paragraphs (1) and
(2) above with the Commission for public availability within the time periods
specified in the Commission's rules and regulations. If the Commission will not
accept such filings, then, upon written request and payment of reasonable
copying and delivery expenses, Bally will provide those documents to any
prospective holder of notes.

                                       69



EVENTS OF DEFAULT

         Each of the following is an Event of Default:

                  (1)      default for 30 days in the payment when due of
         interest on the notes;

                  (2)      default in payment when due of the principal of or
         premium, if any, on the notes;

                  (3)      failure by Bally to perform or comply with any
         covenant or agreement contained in the indenture if the failure
         continues for 30 days after written notice has been given to Bally by
         the trustee or to Bally and the trustee by the holders of at least 25%
         in aggregate principal amount of outstanding notes;

                  (4)      failure by Bally to comply with the provisions
         described in "--Certain Covenants-- Merger, Consolidation or Sale of
         Assets," or failure to make the offer to purchase the notes as
         described in "--Change of Control" and "--Certain Covenants--Asset
         Sales";

                  (5)      default under any agreement, indenture or instrument
         under which Bally or any Subsidiary has outstanding Indebtedness of
         greater than $10.0 million, individually or in the aggregate, if that
         default:

                           (a)      is caused by a failure to pay principal of
                  or premium, if any, or interest on the Indebtedness prior to
                  maturity; or

                           (b)      results in the acceleration of the
                  Indebtedness prior to its express maturity;

                  (6)      the rendering against Bally or any Subsidiary or any
         of their respective properties of judgments, orders or decrees for the
         payment of money aggregating more than $10.0 million (net of any
         insurance coverage available), which was not discharged and which a
         creditor has begun enforcement or which has not been stayed for a
         period of 60 consecutive days;

                  (7)      certain events of bankruptcy or insolvency with
         respect to Bally or any of its Significant Subsidiaries; and

                  (8)      any Guarantee of a Significant Subsidiary ceases to
         be in full force and effect or any Guarantee of a Significant
         Subsidiary is declared to be null and void and unenforceable or any
         Guarantee of a Significant Subsidiary is found to be invalid or any
         Guarantor that is a Significant Subsidiary denies its liability under
         its Guarantee (in each case other than by reason of release of a
         Guarantor in accordance with the terms of the indenture).

         In the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to Bally, all outstanding notes, along
with accrued and unpaid interest, will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the then outstanding notes may declare all the notes to be due and payable
immediately.

         The holders of a majority in aggregate principal amount of the notes
then outstanding may by notice to the trustee waive any past Default or Event of
Default and its consequences under the indenture except a continuing Default or
Event of Default (1) in the payment of interest on, or the principal of, the
notes or (2) of a covenant or provision of the indenture that cannot be modified
or amended without the consent of the holder of the note affected by the
modification or amendment.

         After a declaration that all the notes are due and payable, but before
the trustee has obtained a judgment or decree for payment of the money, the
holders of a majority in aggregate principal amount of the notes then
outstanding, may rescind the declaration if:

                  (1)      Bally has paid or deposited with the trustee:

                                       70



                           (a)      all amounts advanced by the trustee and the
                  reasonable compensation, expenses, disbursements and advances
                  of the trustee, its agents and counsel;

                           (b)      all overdue interest on all notes then
                  outstanding;

                           (c)      the principal of and premium, if any, on the
                  notes then outstanding which are due and payable
                  notwithstanding this declaration; and

                           (d)      to the extent it is lawful to do so,
                  interest upon overdue interest; and

                  (2)      all Events of Default, other than the nonpayment of
         principal of the notes which have become due and payable because of
         this declaration, have been cured or waived.

         If a declaration is rescinded, it will have no effect on any later
default or any right which the trustee or the holders of the notes can exercise.

         If the trustee becomes a creditor of Bally, the Trust Indenture Act
limits the rights of the trustee to obtain payment of claims in certain cases or
to realize on certain property received by it in respect of those claims. If the
trustee acquires a conflicting interest it must eliminate the conflict upon an
Event of Default or must resign.

         Bally is required to deliver to the trustee annually a written
statement regarding compliance with the indenture. Within ten business days of
any Default or Event of Default, Bally is required to deliver to the trustee a
statement specifying such Default or Event of Default.

DEFEASANCE OR COVENANT DEFEASANCE

         Bally may discharge its obligations with respect to the outstanding
notes ("Legal Defeasance") except for:

                  (1)      the rights of holders of outstanding notes to receive
         payments in respect of the principal of, premium, if any, and interest
         on the notes when such payments are due from the trust referred to
         below;

                  (2)      Bally's obligations with respect to the notes
         concerning issuing temporary notes, registration of notes, mutilated,
         destroyed, lost or stolen notes and the maintenance of an office or
         agency for payment and money for security payments held in trust;

                  (3)      the rights, powers, trusts, duties and immunities of
         the trustee, and Bally's obligations in connection therewith; and

                  (4)      the Legal Defeasance provisions of the indenture.

         In addition, Bally may elect to have its obligations released with
respect to most covenants that are contained in the indenture ("Covenant
Defeasance") and thereafter any omission to comply with those covenants shall
not constitute a Default or Event of Default with respect to the notes. In the
event Covenant Defeasance occurs, certain events (not including nonpayment,
bankruptcy and insolvency events) described under "Events of Default" will no
longer constitute an Event of Default with respect to the notes.

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (1)      Bally must irrevocably deposit with the trustee, in
         trust, for the benefit of the holders of the notes, cash in U.S.
         dollars, U.S. Government Obligations (as defined in the indenture), or
         a combination thereof, in such amounts as will be sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants or a nationally recognized investment banking firm, to pay
         the principal of, premium, if any, and interest on the outstanding
         notes on the stated maturity or on the applicable redemption date,
         after July 15, 2007 if Bally delivers to the trustee an irrevocable
         notice to redeem all the outstanding notes on that date;

                                       71



                  (2)      in the case of Legal Defeasance, Bally shall have
         delivered to the trustee an opinion of counsel confirming that (a)
         Bally has received from, or there has been published by, the Internal
         Revenue Service a ruling or (b) since the Issue Date, there has been a
         change in the applicable federal income tax law, in either case to the
         effect that, and based thereon such opinion of counsel shall confirm
         that, the holders of the outstanding notes will not recognize income,
         gain or loss for federal income tax purposes as a result of the Legal
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if the Legal Defeasance had not occurred;

                  (3)      in the case of Covenant Defeasance, Bally shall have
         delivered to the trustee an opinion of counsel confirming that the
         holders of the outstanding notes will not recognize income, gain or
         loss for federal income tax purposes as a result of the Covenant
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Covenant Defeasance had not occurred;

                  (4)      no Default or Event of Default shall have occurred
         and be continuing either: (a) on the date of such deposit (other than a
         Default or Event of Default resulting from the borrowing of funds to be
         applied to such deposit); or (b) or insofar as Events of Default from
         bankruptcy or insolvency events are concerned, at any time in the
         period ending on the 91st day after the date of deposit;

                  (5)      such Legal Defeasance or Covenant Defeasance shall
         not cause the trustee to have a conflicting interest as defined in the
         indenture and for purposes of the Trust Indenture Act with respect to
         any securities of Bally;

                  (6)      such Legal Defeasance or Covenant Defeasance will not
         result in a breach or violation of, or constitute a default under the
         indenture or any other agreement or instrument to which Bally or any
         Significant Subsidiary is a party or by which Bally or any Significant
         Subsidiary is bound if the breach, violation or default would have a
         material adverse effect on Bally and its Subsidiaries taken as a whole;

                  (7)      such Legal Defeasance or Covenant Defeasance will not
         result in the trust created by this deposit constituting an investment
         company within the meaning of the Investment Company Act of 1940,
         unless the trust is registered under that Act as exempt from that
         registration;

                  (8)      Bally must have delivered to the trustee an opinion
         of counsel to the effect that after the 91st day following the deposit,
         the trust funds will not be subject to avoidance under the Bankruptcy
         Law;

                  (9)      Bally must deliver to the trustee an officers'
         certificate stating that the deposit was not made by Bally with the
         intent of preferring the holders of notes over the other creditors of
         Bally with the intent of defeating, hindering, delaying or defrauding
         creditors of Bally or others;

                  (10)     no event or condition shall exist that would prevent
         Bally from making payments of the principal of, premium, if any, and
         interest on the notes on the date of deposit or at any time ending on
         the 91st day after the deposit; and

                  (11)     Bally must deliver to the trustee an officers'
         certificate and an opinion of counsel, each stating that all conditions
         precedent relating to the Legal Defeasance or the Covenant Defeasance
         have been complied with.

MODIFICATIONS AND AMENDMENTS

         Without the consent of the holder affected, an amendment or waiver may
not:

                  (1)      educe the principal amount of notes whose holders
         must consent to a supplemental indenture or any waiver or compliance
         with certain provisions of the indenture;

                                       72



                  (2)      reduce the principal of or change the fixed maturity
         of any note or alter the provisions with respect to the redemption of
         the notes, other than provisions relating to the covenants described
         above under "--Change of Control";

                  (3)      reduce the rate of or change the time for payment of
         interest on any note;

                  (4)      waive a Default or Event of Default in the payment of
         principal of or premium, if any, or interest on the notes, except a
         rescission of acceleration of the notes by the holders of at least a
         majority in aggregate principal amount of the notes and a waiver of the
         payment default that resulted from such acceleration;

                  (5)      make any note payable in money other than that stated
         in the notes;

                  (6)      impair the right to institute suit for the
         enforcement of any payment after the fixed maturity of the note, or
         after the redemption date, if appropriate;

                  (7)      amend, change or modify the obligation of Bally to
         make and complete an offer to purchase the notes upon an Asset Sale;

                  (8)      amend, change or modify the obligation of Bally to
         make and complete an offer to purchase the notes upon a Change of
         Control;

                  (9)      make any change in the provisions of the indenture
         relating to supplemental indentures or relating to waivers of past
         Defaults or waivers of certain covenants, except to increase the
         percentage of outstanding notes required for these consents and
         waivers;

                  (10)     except as described under "--Certain
         Covenants--Merger, Consolidation or Sale of Assets," consent to the
         assignment or transfer by Bally of any of its rights and obligations
         under the indenture;

                  (11)     amend or modify any of the ranking provisions of the
         indenture in any manner adverse to the holders of the notes; and

                  (12)     release any Guarantor that is a Significant
         Subsidiary from any of its obligations under its Guarantee or the
         indenture otherwise than in accordance with the terms of the indenture.

         Notwithstanding the preceding, without the consent of any holder of
notes, Bally, the Guarantors and the trustee may modify or amend the indenture:

                  (1)      to cure any ambiguity, defect or inconsistency that
         does not adversely affect the legal rights under the indenture of any
         holder of notes;

                  (2)      to provide for the assumption of Bally's obligations
         to holders of notes in the case of a merger or consolidation or sale of
         all or substantially all of Bally's assets;

                  (3)      to comply with requirements of the Commission in
         order to effect or maintain the qualification of the indenture under
         the Trust Indenture Act.

                  (4)      to add covenants of Bally for the benefit of the
         holders of the notes or take away any right or power of Bally under the
         indenture;

                  (5)      to evidence and accept the appointment of a successor
         trustee; or

                  (6)      to give security for the payment and performance of
         Bally's obligations under the indenture.

                                       73



         The holders of a majority in aggregate principal amount of the notes
outstanding may waive compliance with certain restrictive covenants and
provisions of the indenture.

SATISFACTION AND DISCHARGE

         The indenture will be discharged and be of no further effect when:

                  (1)      either:

                           (a)      all notes issued and outstanding have been
                  delivered to the trustee for cancellation, or

                           (b)      Bally has irrevocably deposited with the

                  trustee as trust funds in trust an amount sufficient to pay
                  and discharge the entire amount owing on all notes not
                  delivered to the trustee for cancellation and those notes:

                                    (i)      have become due and payable;

                                    (ii)     will become due and payable at
                           their Stated Maturity within one year; or

                                    (iii)    are to be called for redemption
                           within one year;

                  (2)      Bally has paid all other sums payable under the
         indenture; and

                  (3)      Bally has delivered to the trustee an officers'
         certificate and an opinion of independent counsel that:

                           (a)      all conditions of the indenture relating to
                  the satisfaction and discharge of the indenture have been
                  satisfied; and

                           (b)       the satisfaction and discharge will not
                  breach or constitute a default under, the indenture or any
                  other material agreement of Bally or any Subsidiary.

GOVERNING LAW

         The indenture and the notes will be governed by, and construed in
accordance with, the laws of the State of New York.

CONCERNING THE TRUSTEE

         If the trustee becomes a creditor of Bally, the indenture limits its
right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
trustee will be permitted to engage in other transactions. However, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue or resign.

         The holders of a majority in principal amount of the then outstanding
notes will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an Event of Default
shall occur and be continuing, the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of notes, unless that holder shall have offered to the trustee security
and indemnity satisfactory to it against any loss, liability or expense.

                                       74


CERTAIN DEFINITIONS

         Set forth below are certain defined terms used in the indenture.
Reference is made to the indenture for a full disclosure of all such terms, as
well as any other capitalized terms used herein for which no definition is
provided.

         "Acquired Debt" means Indebtedness of a Person:

                  (1)      existing at the time that Person becomes a Subsidiary
         or merges with or into or consolidates with Bally or any Subsidiary; or

                  (2)      assumed in connection with the acquisition of assets
         from that Person.

         However, Indebtedness incurred in connection with, or in contemplation
of, a Person becoming a Subsidiary or the acquisition of assets will not be
Acquired Debt. Acquired Debt is incurred on the date of the related acquisition
of assets or the date the acquired Person becomes a Subsidiary.

         "Adjusted Consolidated Interest Expense" of any Person means, for any
period, the sum of:

                  (1)      the interest expense of the Person and its
         Consolidated Subsidiaries, not including deferred financing fees and
         any premiums or penalties paid in connection with redeeming or retiring
         any Indebtedness prior to its stated maturity for the period, on a
         Consolidated basis, including,

                           (a)      amortization of debt discount,

                           (b)      the net cost under interest rate contracts,
                  including amortization of discounts,

                           (c)      the interest portion of any deferred payment
                  obligation, and

                           (d)      accrued interest, plus

                  (2)      the interest component of the Capital Lease
         Obligations paid, accrued and/or scheduled to be paid or accrued by the
         Person during the period, plus

                  (3)      all capitalized interest of such Person and its
         Consolidated Subsidiaries, in each case as determined in accordance
         with GAAP consistently applied.

         "Affiliate" means, with respect to any specified Person:

                  (1)      any other Person directly or indirectly controlling
         or controlled by or under direct or indirect common control with the
         specified Person;

                  (2)      any other Person that owns, directly or indirectly,

                           (a)      10% or more of the specified Person's
                  Capital Stock, or, if the Person is a real estate investment
                  trust, 10% or more beneficial interest,

                           (b)      any officer or director of the specified
                  Person or other Person, or

                           (c)      with respect to any natural Person, any
                  person having a relationship with such Person by blood,
                  marriage or adoption not more remote than first cousin; or

                  (3)      any other Person 10% or more of the Voting Stock of
         which is beneficially owned or held directly or indirectly by the
         specified Person.

                                       75



         For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, through ownership of voting securities, by
contract or otherwise.

         The terms "controlling" and "controlled" have the meanings implied by
"control."

         "Asset Sale" means any transfer, directly or indirectly, in one or a
series of related transactions, of:

                  (1)      any Capital Stock of any Subsidiary;

                  (2)      all or substantially all of the properties and assets
         of any division or line of business of Bally or its Subsidiaries; or

                  (3)      any other properties or assets of Bally or any
         Subsidiary, other than in the ordinary course of business.

         However, Asset Sale does not include any transfer of properties and
assets:

                  (1)      governed by the provisions described under "--Certain
         Covenants--Merger, Consolidation or Sale of Assets";

                  (2)      between or among Bally and its Subsidiaries;

                  (3)      of obsolete equipment or other obsolete assets in the
         ordinary course of business;

                  (4)      that constitutes a Restricted Payment that is
         permitted by the covenant described above under the caption "--Certain
         Covenants--Restricted Payments," including the making of a Permitted
         Investment (other than pursuant to paragraph (5) of the definition of
         "Permitted Investment," which refers to Investments in connection with
         an Asset Sale);

                  (5)      the Fair Market Value of which in the aggregate does
         not exceed $1.0 million in any transaction or series of related
         transactions; or

                  (6)      that constitute sales of accounts receivable and
         other transactions among Bally and its Subsidiaries pursuant to the
         Securitization Facility.

         "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing:

                  (1)      the sum of the products of

                           (a)      the number of years from the date of
                  determination to the date or dates of each successive
                  scheduled principal payment of the Indebtedness multiplied by

                           (b)      the amount of each principal payment; by

                  (2)      the sum of all the principal payments.

         "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978,
as amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

         "Banks" means the lenders under the Senior Credit Facility.

                                       76



         "Capital Lease Obligation" of any Person means any obligation of the
Person and its Subsidiaries on a Consolidated basis under any capital lease of
real or personal property recorded as a capitalized lease obligation in
accordance with GAAP.

         "Capital Stock" means:

                  (1)      in the case of a corporation, corporate stock;

                  (2)      in the case of an association or business entity, any
         and all shares, interests, participations, rights or other equivalents,
         however designated, of corporate stock;

                  (3)      in the case of a partnership or limited liability
         company, partnership or membership interests, whether general or
         limited; and

                  (4)      any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

         "Cash Equivalents" means:

                  (1)      Temporary Cash Investments;

                  (2)      securities received by Bally or any Subsidiary from
         the transferee in an Asset Sale that are promptly converted by Bally or
         the Subsidiary into cash;

                  (3)      the assumption of Indebtedness or other obligations
         or liabilities of Bally or any Subsidiary in connection with an Asset
         Sale and from which Bally or such Subsidiary is released; and

                  (4)      in connection with an Asset Sale to a Person where
         the assets transferred are included in a business which will be a party
         to the Franchise Program, the net present value of payments by that
         Person under the Franchise Program.

         "Change of Control" means the happening of any of the following events:

                  (1)      any "person" or "group" is or becomes the "beneficial
         owner", directly or indirectly, of more than a majority of the total
         outstanding Voting Stock of Bally;

                           (a)      the terms "person" or "group" are used as
                  such terms are used in Sections 13(d) and 14(d) of the
                  Exchange Act, and

                           (b)      the term "beneficial owner" is used as
                  defined in Rules 13d-3 and 13d-5 under the Exchange Act,
                  except that a Person shall be deemed to have beneficial
                  ownership of all shares that such Person has the right to
                  acquire, whether such right is exercisable immediately or only
                  after the passage of time.

                  (2)      during any period of two consecutive years,
         individuals who at the beginning of this period constituted the board
         of directors of Bally, along with any new directors whose election or
         nomination was approved by 66 2/3% of the directors then still in
         office who were either directors at the beginning of this period or
         whose election or nomination was previously so approved, cease for any
         reason to constitute a majority of the board of directors then in
         office;

                  (3)      Bally consolidates with or merges with or into any
         Person or conveys, transfers or leases all or substantially all of its
         assets to any Person, or any corporation consolidates with or merges
         into or with Bally in any such event as a follow-up to a transaction in
         which the outstanding Voting Stock of Bally is changed into or
         exchanged for cash, securities or other property, other than:

                                       77



                           (a)      any such transaction where the outstanding
                  Voting Stock of Bally is not changed or exchanged at all
                  (except to the extent necessary to reflect a change in the
                  jurisdiction of incorporation of Bally); or

                           (b)      where the outstanding Voting Stock of Bally
                  is changed into or exchanged for:

                                    (i)     Voting Stock of the surviving
                           corporation which is not Redeemable Capital Stock, or

                                    (ii)    cash, securities and other property,
                           other than Capital Stock of the surviving
                           corporation, in an amount which could be paid by
                           Bally as a Restricted Payment as described under
                           "--Certain Covenants--Restricted Payments" (and such
                           amount will be treated as a Restricted Payment
                           subject to the provisions in the indenture described
                           under "--Certain Covenants--Restricted Payments");
                           and

                           (c)      where no "person" or "group" owns
                  immediately after such transaction, directly or indirectly,
                  more than a majority of the total outstanding Voting Stock of
                  the surviving corporation; or

                  (4)      Bally is liquidated or dissolved or adopts a plan of
         liquidation or dissolution other than in a transaction which complies
         with the provisions described under "--Certain Covenants--Merger,
         Consolidation or Sale of Assets".

         "Commission" means the United States Securities and Exchange
Commission.

         "Consolidated Fixed Charge Coverage Ratio" of any Person means, for any
period, the ratio of EBITDA to the sum of Adjusted Consolidated Interest Expense
for the period and cash dividends paid on any Preferred Stock of that Person
during that period; provided that:

                  (1)      in making such computation, the Adjusted Consolidated
         Interest Expense attributable to interest on any Indebtedness will be
         computed on a pro forma basis, and

                           (a)      where that Indebtedness was outstanding
                  during the period and bore a floating interest rate, interest
                  will be computed as if the rate in effect on the date of
                  computation had been the applicable rate for the entire
                  period, and

                           (b)      where that Indebtedness was not outstanding
                  during the period for which the computation is being made but
                  which bears, at the option of Bally, a fixed or floating rate
                  of interest, will be computed by applying either the fixed or
                  floating rates, and

                  (2)      in making that computation, the Adjusted Consolidated
         Interest Expense of the Person attributable to interest on any
         Indebtedness under a revolving credit facility computed on a pro forma
         basis will be computed based upon the average daily balance of the
         Indebtedness during the applicable period.

         "Consolidated Income Tax Expense" of any Person means, for any period,
the provision for federal, state, local and foreign income taxes of that Person
and its Consolidated Subsidiaries for the period as determined in accordance
with GAAP.

         "Consolidated Net Income (Loss)" of any Person means, for any period,
the Consolidated net income (or loss) of the Person and its Subsidiaries for the
period on a Consolidated basis as determined in accordance with GAAP, adjusted,
to the extent included in calculating net income (or loss), by excluding,
without duplication,

                  (1)      all extraordinary gains or losses (exclusive of all
         fees and expenses relating to the gain or loss),

                                       78



                  (2)      the portion of net income (or loss) of the Person and
         its Subsidiaries on a Consolidated basis allocable to minority
         interests in unconsolidated Persons to the extent that cash dividends
         or distributions have not actually been received by the Person or one
         of its Subsidiaries,

                  (3)      net income (or loss) of any Person combined with the
         Person or any of its Subsidiaries on a "pooling of interests" basis
         attributable to any period prior to the date of combination,

                  (4)      any gain or loss, net of taxes, realized upon the
         termination of any employee pension benefit plan,

                  (5)      net gains (or losses) (except for all fees and
         expenses relating to net gains or losses) in respect of dispositions of
         assets other than in the ordinary course of business,

                  (6)      the net income of any Subsidiary to the extent that
         the declaration of dividends or similar distributions by that
         Subsidiary of that income is not at the time permitted, directly or
         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Subsidiary or its stockholders,

                  (7)      any gain arising from the acquisition of any
         securities, or the extinguishment, under GAAP, of any Indebtedness of
         such Person,

                  (8)      transaction costs charged in connection with the
         Refinancing, or

                  (9)      amortization of intangible assets of the Person and
         its Subsidiaries on a consolidated basis under GAAP.

         "Consolidated Non-Cash Charges" of any Person means, for any period,
the aggregate depreciation, amortization and other non-cash charges of the
Person and its Subsidiaries on a Consolidated basis for the period, as
determined in accordance with GAAP. However, Consolidated Non-Cash Charges does
not include any non-cash charge which requires an accrual or reserve for cash
charges for any future period.

         "Consolidation" means, with respect to any Person, the consolidation of
the accounts of the Person and each of its Subsidiaries if and to the extent
these accounts would normally be consolidated with those of the Person, all in
accordance with GAAP. The term "Consolidated" will have a similar meaning.

         "Credit Card Program Guarantee" means Bally's obligation to remit funds
in excess of the sum of:

                  (1)      $25.0 million, plus

                  (2)      a reserve of up to 25% of the amount owed to Bally by
         a member, which becomes an obligation due to the credit card issuer by
         such member, pursuant to Bally's Credit Card Program Agreement dated
         December 21, 1995, as that agreement may be amended, renewed, extended,
         substituted, refinanced, restructured, replaced, supplemented, or
         otherwise modified from time to time.

         "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

         "Disinterested Director" means, a member of the board of directors of
Bally who does not have any material direct or indirect financial interest in or
with respect to a transaction or series of related transactions.

         "Domestic Subsidiary" means a Subsidiary incorporated or otherwise
organized and existing under the laws of the United States or any state thereof.

         "EBITDA" means the sum of Consolidated Net Income, Adjusted
Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated
Non-Cash Charges deducted in computing Consolidated Net

                                       79



Income of Bally and its Subsidiaries on a Consolidated basis, all determined in
accordance with GAAP consistently applied.

         "Fair Market Value" means the sale value that would be obtained in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy.
Fair Market Value will be determined by the board of directors of Bally acting
in good faith and will be evidenced by a resolution of the board of directors.

         "Franchise Program" means the program under which Bally and/or its
Subsidiaries grant franchises to third parties. These franchisees are required
to, among other things, pay fees to Bally and/or its Subsidiaries, and have the
right to receive training from Bally or its Subsidiaries or sell memberships to
use facilities of the franchisee and Bally or its Subsidiaries. The Franchise
Program may include the conversion of facilities owned by Bally or its
Subsidiaries to franchise facilities and includes such a program as it may be
amended, renewed, extended, substituted, restructured, replaced, supplemented or
otherwise modified from time to time.

         "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, consistently applied, which
were in effect on the Issue Date.

         "Guarantee" means each guarantee of the Bally's obligations under the
indenture and the notes by the Guarantors.

         "Guarantor" means: (1) each of the Guarantors listed on Schedule A to
the indenture; and (2) each of the Bally's Subsidiaries that in the future
executes a supplemental indenture in which such Subsidiary agrees to be bound by
the terms of the indenture as a Guarantor; provided that any Person constituting
a Guarantor as described above shall cease to constitute a Guarantor when its
respective Guarantee is released in accordance with the terms of the indenture.

         "Guaranteed Debt" of any Person means all Indebtedness of any other
Person guaranteed directly or indirectly in any manner by such Person, or in
effect guaranteed directly or indirectly by such Person through an agreement

                  (1)      to pay or purchase the Indebtedness or to advance or
         supply funds for the payment or purchase of the Indebtedness,

                  (2)      to purchase, sell or lease (as lessee or lessor)
         property, or to purchase or sell services, primarily for the purpose of
         enabling the debtor to make payment of the Indebtedness or to assure
         the holder of the Indebtedness against loss,

                  (3)      to supply funds to, or in any other manner invest in,
         the debtor, including any agreement to pay for property or services
         without requiring that the property be received or the services be
         rendered,

                  (4)      to maintain working capital or equity capital of the
         debtor, or otherwise to maintain the net worth, solvency or other
         financial condition of the debtor, or

                  (5)      otherwise to assure a creditor against loss.

         However, "guarantee" does not include endorsements for collection or
deposit in the ordinary course of business or guarantees of operating leases.

         "Indebtedness" means, with respect to any Person

                  (1)      all obligations of the Person for borrowed money or
         for the deferred purchase price of property or services,

                                       80



                           (a)      excluding any trade payables and other
                  accrued current liabilities arising in the ordinary course of
                  business, but

                           (b)      including all obligations, contingent or
                  otherwise, of the Person in connection with any letters of
                  credit issued

                                    (i)     under letter of credit facilities,

                                    (ii)    under acceptance facilities or other
                           similar facilities, and

                                    (iii)   in connection with any agreement to
                           purchase, redeem, exchange, convert or otherwise
                           acquire for value any Capital Stock of such Person,
                           or any warrants, rights or options to acquire such
                           Capital Stock,

                  (2)      all obligations of the Person evidenced by bonds,
         notes, debentures or other similar instruments,

                  (3)      all obligations created or arising under any
         conditional sale or other title retention agreement with respect to
         property acquired by the Person (even if the rights and remedies of the
         seller or lender under such agreement in the event of default are
         limited to repossession or sale of such property), but excluding trade
         payables arising in the ordinary course of business,

                  (4)      all obligations under Interest Rate Agreements of the
         Person,

                  (5)      all Capital Lease Obligations of the Person,

                  (6)      all Indebtedness referred to in paragraphs (1)
         through (5) above of other Persons and all dividends of other Persons,
         if the payment of the Indebtedness is secured by (or for which the
         holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien, upon or with respect to
         property, including accounts and contract rights, owned by such Person,
         even though such Person has not assumed or become liable for the
         payment of such Indebtedness,

                  (7)      all Guaranteed Debt of the Person,

                  (8)      all Redeemable Capital Stock issued by such Person
         valued at the greater of its voluntary or involuntary maximum fixed
         repurchase price plus accrued and unpaid dividends,

                  (9)      the Credit Card Program Guarantee, and

                  (10)     any amendment, supplement, modification, deferral,
         renewal, extension, refunding or refinancing of any liability which
         constitutes Indebtedness of the types referred to in paragraphs (1)
         through (9) above.

         As used in this definition of Indebtedness, the "maximum fixed
repurchase price" of any Redeemable Capital Stock which does not have a fixed
repurchase price will be calculated in accordance with the terms of such
Redeemable Capital Stock as if the repurchase occurred on the date on which
Indebtedness will be determined under the indenture. If such price is based upon
the Fair Market Value of such Redeemable Capital Stock, the Fair Market Value
will be determined in good faith by the board of directors of the issuer of such
Redeemable Capital Stock.

         "Interest Rate Agreements" means any interest rate protection
agreement, including interest rate swaps, caps, floors, collars and other types
of interest rate hedging agreements.

         "Investment" means:

                  (1)      any advance, loan, guarantee or other extension of
         credit or capital contribution;

                                       81



                  (2)      any purchase, acquisition or ownership of any Capital
         Stock, bonds, notes, debentures or other securities issued or owned by
         any other Person; and

                  (3)      all other items that would be classified as
         investments on a balance sheet prepared in accordance with GAAP.

         However, the ownership of any Capital Stock, bonds, notes, debentures
or other securities obtained without making any advance, loan, payment,
extension of credit or capital contribution is not an Investment.

         "Issue Date" means the date the notes are originally issued under the
indenture.

         "Lien" means any mortgage or deed of trust, charge, pledge, statutory
or other lien, privilege, security interest, assignment, deposit, arrangement,
easement, hypothecation, claim, preference, priority or other encumbrance upon
or with respect to any property of any kind. A Lien includes any conditional
sale, capital lease or other title retention agreement, any leases and any
agreement to give any security interest.

         "Maturity", when used with respect to the notes means the date the
principal of the notes becomes due and payable as provided in the notes or in
the indenture, including:

                  (1)      Stated Maturity,

                  (2)      the Change of Control Payment Date,

                  (3)      the redemption date, and

                  (4)      any declaration of acceleration.

         "Net Cash Proceeds" means

                  (1)      with respect to all Asset Sales, the proceeds from
         any Asset Sale in the form of cash or Temporary Cash Investments, net
         of:

                           (a)      brokerage commissions and other reasonable
                  fees and expenses related to the Asset Sale, including fees
                  and expenses of counsel and investment bankers;

                           (b)      provisions for all taxes payable as a result
                  of the Asset Sale;

                           (c)      payments made to satisfy any Indebtedness
                  that is secured by the assets which are the subject of the
                  Asset Sale;

                           (d)      amounts required to be paid to any Person
                  owning a beneficial interest in the assets subject to the
                  Asset Sale, other than Bally or any Subsidiary; and

                           (e)      appropriate amounts to be provided by Bally
                  or any Subsidiary, as a reserve, in accordance with GAAP,
                  against any liabilities associated with such Asset Sale and
                  retained by Bally or any Subsidiary, as the case may be, after
                  the Asset Sale; and

                  (2)      with respect to any issuance or sale of Capital Stock
         or options, warrants or rights to purchase Capital Stock, or debt
         securities or Capital Stock that have been converted into or exchanged
         for Capital Stock as referred to under "--Certain Covenants--Restricted
         Payments", the proceeds from the issuance or sale in the form of cash
         or Temporary Cash Investments, net of attorneys' fees, accountants'
         fees and brokerage, consultation, underwriting and other fees and
         expenses actually incurred in connection with the issuance or sale and
         net of associated taxes paid or payable.

                                       82



         "Non-Guarantor Subsidiary" means H&T Receivables Funding, Bally ARA
Corporation, Lincoln Indemnity Company and any other Wholly Owned Subsidiary of
Bally whose sole activity is engaging in receivables financing transactions or
real estate financing transactions and which Subsidiaries incur no Indebtedness
other than Indebtedness directly related to such receivables or real estate
financing transactions.

         "Obligations" means any and all obligations with respect to the payment
of (a) any principal of or interest (including interest accruing on or after the
commencement of any insolvency, bankruptcy or liquidation proceeding, whether or
not a claim for post-filing interest is allowed in such proceeding) or premium
on any Indebtedness, including any reimbursement obligation in respect of any
letter of credit, (b) any fees, indemnification obligations, damages, expense
reimbursement obligations or other liabilities payable under the documentation
governing any Indebtedness and (c) any obligation to post cash collateral in
respect of letters of credit and any other obligations.

         "Permitted Investment" means:

                  (1)      Investments in any Subsidiary or any Person which, as
         a result of the Investment,

                           (a)      becomes a Subsidiary, or

                           (b)      is merged or consolidated with or into, or
                  transfers or conveys substantially all of its assets to, or is
                  liquidated into, Bally or any Subsidiary;

                  (2)      Indebtedness of Bally described under paragraph (4)
         of the definition of "Permitted Indebtedness";

                  (3)      Investments in any of the notes and Investments
         represented by guarantees that are otherwise provided by the indenture;

                  (4)      Temporary Cash Investments;

                  (5)      Investments acquired by Bally or any Subsidiary in
         connection with an Asset Sale permitted under "--Certain
         Covenants--Asset Sales" to the extent the Investments are non-cash
         proceeds as permitted under that covenant;

                  (6)      Investments in existence on the Issue Date;

                  (7)      Investments in the aggregate amount of $5.0 million
         to purchase Capital Stock of any Subsidiary;

                  (8)      any advance, loan, guarantee or other extension of
         credit to any Person who purchases or acquires assets of Bally or any
         Subsidiaries which are to be included in a business which will be or is
         a party to the Franchise Program, which amount cannot be more than the
         purchase or acquisition price of such assets; and

                  (9)      up to $25.0 million aggregate amount outstanding at
         any one time in any other Investments in joint ventures, partnerships,
         real estate investment trusts or other Persons reasonably related or
         complementary to the business of Bally on the Issue Date.

         In connection with any assets or property contributed or transferred to
any Person as an Investment, the property and assets will be valued at the Fair
Market Value, as determined by the board of directors of Bally, at the time of
Investment.

         "Permitted Liens" means the following types of Liens:

                  (1)      Liens for taxes, assessments, governmental charges or
         levies either

                           (a)      not yet delinquent, or

                                       83



                           (b)      the validity of which is being contested in
                  good faith in an appropriate manner diligently pursued and as
                  to which adequate reserves for the unpaid amount shall have
                  been set aside in conformity with GAAP;

                  (2)      materialmen's, mechanics', landlord's, workmen's,
         repairmen's, employees' or like liens arising in the ordinary course of
         business to secure obligations not yet delinquent or being contested in
         good faith and as to which adequate reserves for the unpaid amount
         shall have been set aside in conformity with GAAP or as to which
         adequate bonds or insurance shall have been obtained;

                  (3)      deposits or pledges to secure the payment of, or to
         secure Bally's or any Subsidiaries' obligations with respect to letters
         of credit that secure the payment of workers' compensation,
         unemployment insurance, social security or other retirements benefits
         or obligations (exclusive of liens arising under ERISA) or to secure
         the performance of bids, trade contracts, leases, public or statutory
         obligations, surety or appeal bonds, and other obligations of a like
         nature incurred in the ordinary course of business;

                  (4)      judgment Liens not giving rise to an Event of
         Default;

                  (5)      easements, rights-of-way, zoning restrictions and
         other similar charges or encumbrances in respect of real property not
         interfering in any material respect with the ordinary conduct of the
         business of Bally or of any of its Subsidiaries;

                  (6)      any interest or title of a lessor under any
         Capitalized Lease Obligation; provided that such Liens do not extend to
         any property or asset which is not leased property subject to such
         Capitalized Lease Obligation;

                  (7)      Liens securing reimbursement obligations with respect
         to commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

                  (8)      Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual or warranty
         requirements of Bally or any of its Subsidiaries, including rights of
         offset and setoff;

                  (9)      Liens securing Interest Rate Agreements which
         Interest Rate Agreements relate to Indebtedness that is otherwise
         permitted under the indenture;

                  (10)     Liens securing Acquired Debt incurred in accordance
         with the covenant described under "--Certain Covenants--Incurrence of
         Indebtedness"; provided that:

                           (a)      such Liens secured such Acquired Debt at the
                  time of and prior to the incurrence of such Acquired Debt by
                  Bally or a Subsidiary and were not granted in connection with,
                  or in anticipation of, the incurrence of such Acquired Debt by
                  Bally or a Subsidiary; and

                           (b)      such Liens do not extend to or cover any
                  property or assets of Bally or any of its Subsidiaries other
                  than the property or assets that secured the Acquired Debt
                  prior to the time such Indebtedness became Acquired Debt of
                  Bally or a Subsidiary and are no more favorable to the
                  lienholders than those securing the Acquired Debt prior to the
                  incurrence of such Acquired Debt by Bally or a Subsidiary;

                  (11)     leases, subleases, licenses and sublicenses granted
         to others that do not materially interfere with the ordinary course of
         business of Bally and its Subsidiaries;

                  (12)     banker's Liens, rights of setoff and similar Liens
         with respect to cash and Cash Equivalents on deposit in one or more
         bank accounts in the ordinary course of business;

                                       84



                  (13)     Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;

                  (14)     Liens related to credit card processing agreements
         and cash management obligations in the ordinary course of business,
         including any guarantees thereof by Bally or any Subsidiary; and

                  (15)     non-monetary Liens which do not have an adverse
         effect on the value or use of the property subject to such Liens;

                  (16)     Liens securing Indebtedness permitted by the covenant
         described under "--Incurrence of Indebtedness" that is incurred in
         connection with a Person becoming a Subsidiary or in connection with
         the acquisition of assets that constitute a business; provided, that
         the amount of such Indebtedness to be secured by this clause (16)
         shall, at the time such Indebtedness is incurred, not exceed an amount
         equal to 1.5 times the EBITDA of such Person or acquired business for
         the mostly recently ended four fiscal quarters for which internal
         financial statements of such Person or acquired business are available;
         and

                  (17)     additional Liens not to exceed $10.0 million at any
         one time.

         "Permitted Subsidiary Indebtedness" means:

                  (1)      Indebtedness of a Subsidiary owing to Bally or
         another Subsidiary made pursuant to an intercompany note and that, upon
         an Event of Default, will be immediately due and payable. However,

                           (a)      any disposition, pledge or transfer of any
                  such Indebtedness to a Person, other than Bally or a
                  Subsidiary, will be an incurrence of such Indebtedness by the
                  obligor outside the definition of "Permitted Subsidiary
                  Indebtedness" pursuant to this paragraph (1), and

                           (b)      any transaction pursuant to which any
                  Subsidiary ceases to be a Subsidiary will be deemed to be the
                  incurrence of Indebtedness by such Subsidiary that is not
                  within the definition of "Permitted Subsidiary Indebtedness"
                  pursuant to this paragraph (1);

                  (2)      Indebtedness of a Subsidiary which would be permitted
         by paragraphs (1), (3), (5), (6), (7), (8), (9) or (10) of the
         definition of "Permitted Indebtedness" if incurred by Bally and
         guarantees of Obligations owed under the Senior Credit Facility;

                  (3)      Acquired Debt of a Subsidiary which would be
         permitted to be incurred by Bally if such Acquired Debt were being
         incurred by Bally;

                  (4)      Indebtedness of a Subsidiary under the Securitization
         Facility;

                  (5)      Guarantees of the notes and guarantees of Bally's
         Senior Debt; and

                  (6)      guarantees of any Affiliate's Indebtedness if the
         Investment in the Affiliate complies with the limitation on Restricted
         Payments covenant of the indenture or constitutes a Permitted
         Investment.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision.

         "Preferred Stock" with respect to any Person means, any Capital Stock
of any class or classes which is preferred as to the payment of dividends or
distributions, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Person, over the Capital Stock of
any other class in such Person.

         "Public Equity Offering" means an underwritten public offering of
Capital Stock, other than Redeemable Capital Stock, pursuant to a registration
statement that has been declared effective by the Commission. However,

                                       85



any public offering on a registration statement on Form S-8 or any successor
form or otherwise relating to equity securities issuable under any employee
benefit plan of Bally will not be a Public Equity Offering.

         "Purchase Money Obligation" means any Indebtedness secured by a Lien on
assets related to the business of Bally and its Subsidiaries and any additions
and accessions which are purchased at any time after the notes are issued so
long as:

                  (1)      the security agreement or conditional sales or other
         title retention contract pursuant to which the Lien on such assets is
         created (collectively, a "Purchase Money Security Agreement") will be
         entered into within 270 days after the purchase or substantial
         completion of the construction of such assets and will at all times be
         confined solely to the assets so purchased or acquired, any additions
         and accessions and any proceeds,

                  (2)      the aggregate principal amount of the outstanding
         Indebtedness secured by the Purchase Money Security Agreement will not
         be increased, except in connection with the purchase of additions and
         accession and except in respect of fees and other obligations in
         respect of the Indebtedness, and

                  (3)      (a)      the aggregate outstanding principal amount
                  of Indebtedness secured by the Purchase Money Security
                  Agreement (determined on a per asset basis in the case of any
                  additions and accessions) will not, at the time the Purchase
                  Money Security Agreement is entered into, exceed 100% of the
                  purchase price to Bally and its Subsidiaries of the assets
                  subject thereto, or

                           (b)      the Indebtedness secured will be with
                  recourse solely to the assets so purchased or acquired, any
                  additions and accessions and any proceeds.

         "Qualified Capital Stock" means any and all Capital Stock of a Person
other than Redeemable Capital Stock.

         "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise,

                                    (i)      is, or upon the happening of any
                           event or passage of time would be, required to be
                           redeemed prior to any Stated Maturity of the
                           principal of the notes,

                                    (ii)     is redeemable at the option of the
                           holder of the Capital Stock at any time prior to any
                           Stated Maturity, or

                                    (iii)    is convertible into or exchangeable
                           for debt securities at any time prior to any such
                           Stated Maturity at the option of the holder.

         "Refinancing" means (i) the offering and sale of the Company's 9- 7/8%
Senior Subordinated Notes due 2007 issued pursuant to the Indenture dated
October 7, 1997 (the "B Indenture") between the Company and the U.S. Bank Trust
National Association, as trustee, providing for the issuance of the Series B
Securities in the aggregate principal amount of $225,000,000, (ii) the
modification of the third amended and restated Credit Agreement, dated as of
June 26, 1997, among the Company, the Banks and The Chase Manhattan Bank, as
agent, and (iii) the consummation of the tender offer by the Company for its
Senior Subordinated Notes due 2003 outstanding prior to the date of the B
Indenture.

         "Securitization Facility" means the asset-backed securities issued by
the H&T Master Trust on December 13, 1996 in the aggregate principal amount not
exceed (a) $160.0 million or (b) 80% of the net book value of the consolidated
accounts receivable of Bally and its Subsidiaries, calculated in accordance with
GAAP, including any amendments, renewals, extensions, substitutions,
refinancings, restructurings, replacements, supplements or other modifications.

         "Senior Credit Facility" means the amended and restated Credit
Agreement dated as of July 2, 2003 among Bally, the Banks and JPMorgan Chase
Bank, as agent, including any guarantees, instruments and collateral security

                                       86



documents delivered in connection therewith and any amendments, renewals,
extensions, substitutions, refinancings, restructurings, replacements,
supplements or other modifications thereto, in whole or in part, whether or not
with the same lenders.

         "Senior Debt" means all Indebtedness of Bally and its Subsidiaries on a
Consolidated basis which is not Subordinated Indebtedness, including without
limitation the notes and the Guarantees, Indebtedness arising under the Senior
Credit Facility and guarantees thereof and Indebtedness arising under the
Securitization Facility.

         "Senior Leverage Ratio" means with respect to Bally and its
Subsidiaries on a Consolidated basis for the most recently ended four full
fiscal quarters twelve month period for which financial statements are
available, the ratio of (a) Senior Debt of Bally and its Subsidiaries on a
Consolidated basis on the last day of such period to (b) EBITDA for such period.

         "Senior Secured Debt" means Senior Debt that is secured by a Lien
permitted by the covenant described under "--Liens".

         "Series D Subordinated Notes" means Bally's Series D Senior
Subordinated Notes due 2007 issued in original principal amount equal to $300.0
million.

         "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" of Bally within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

         "Stated Maturity" means the dates specified as the fixed date when the
principal of any Indebtedness or any installment of interest is due and payable.

         "Subordinated Indebtedness" means Indebtedness of Bally which by its
term is expressly subordinated in right of payment to the notes.

         "Subordinated Notes" means the Series D Subordinated Notes and Bally's
9 7/8 Series B Senior Subordinated Notes due 2007.

         "Subsidiary" means any Person with a majority of the equity ownership
or the Voting Stock of which is at the time owned, directly or indirectly, by
Bally or by one or more other Subsidiaries, or by Bally and one or more other
Subsidiaries. However, an Unrestricted Subsidiary will not be a Subsidiary.

         "Temporary Cash Investments" means

                  (1)      any evidence of Indebtedness,

                           (a)      maturing one year or earlier after the date
                  of acquisition,

                           (b)      issued by the United States of America, or
                  an instrumentality or agency thereof, and

                           (c)      guaranteed fully as to principal, premium,
                  if any, and interest by the United States of America;

                  (2)      any certificate of deposit (or, with respect to
         non-U.S. banking institutions, similar instruments)

                           (a)      maturing one year or earlier after the date
                  of the acquisition,

                           (b)      issued by a commercial banking institution
                  that is a member of the Federal Reserve System or a commercial
                  banking institution organized and located in a country
                  recognized by the United States of America,

                                       87



                           (c)      that has combined capital and surplus and
                  undivided profits of not less than $500 million, or the
                  foreign currency equivalent thereof, and

                           (d)      whose debt has a rating, at the time any
                  investment is made,

                                    (i)      of at least "P-1" according to
                           Moody's Investors Service, Inc. ("Moody's") or any
                           successor rating agency, or

                                    (ii)     of at least "A-1" according to
                           Standard & Poor's Rating Group, a division of McGraw
                           Hill, Inc. ("S&P");

                  (3)      commercial paper, maturing one year or earlier after
         the date of acquisition, issued by a corporation, other than an
         Affiliate or Subsidiary of Bally, organized and existing under the laws
         of the United States of America with a rating, at the time when any
         Investment is made, of at least "P-1" according to Moody's or at least
         "A-1" according to S&P;

                  (4)      any money market deposit accounts or demand deposit
         accounts issued or offered by a domestic commercial bank or a
         commercial banking institution organized and located in a country
         recognized by the United States of America,

                  (a)      having capital and surplus in excess of $500 million,
         or the foreign currency equivalent thereof; and

                  (b)      whose short-term debt has a rating, at the time of
         investment, of at least "P-1" according to Moody's or of at least "A-1"
         according to S&P; and

                  (5)      any other Investments, that at any one time do not
         exceed $100,000 in the aggregate, issued or offered by any domestic
         commercial bank or any commercial banking institution organized and
         located in a country recognized by the United States of America.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, or any successor statute.

         "Unrestricted Subsidiary" means

                  (1)      BTFCC, Inc.;

                  (2)      BSPS LLC;

                  (3)      BTF Canada Corporation;

                  (4)      BTF Cincinnati Corporation;

                  (5)      BTF Europe Corporation;

                  (6)      BTFF Corporation;

                  (7)      BTF Indianapolis Corporation;

                  (8)      BTF Minneapolis Corporation;

                  (9)      BTF PA Corporation;

                  (10)     BTF PA LLC;

                  (11)     Efit.COM Incorporated;

                                       88



                  (12)     Bally Real Estate I, LLC;

                  (13)     any other Subsidiary of Bally that has been
         designated by the board of directors of Bally as an Unrestricted
         Subsidiary; and

                  (14)     any subsidiary of an Unrestricted Subsidiary.

         The board of directors of Bally may designate any subsidiary of Bally,
including any newly acquired or newly formed subsidiary, to be an Unrestricted
Subsidiary if all of the following conditions apply:

                  (1)      neither Bally nor any of its Subsidiaries provides
         credit support for Indebtedness of the Unrestricted Subsidiary,
         including any undertaking, agreement or instrument evidencing the
         Indebtedness;

                  (2)      such Unrestricted Subsidiary is not liable, directly
         or indirectly, with respect to any Indebtedness other than Unrestricted
         Subsidiary Indebtedness or the Senior Credit Facility;

                  (3)      any Investment by Bally in such Unrestricted
         Subsidiary made as a result of designating such subsidiary an
         Unrestricted Subsidiary will not violate the provisions described under
         "--Certain Covenants--Unrestricted Subsidiaries"; and

                           (a)      such Unrestricted Subsidiary is not party to
                  any agreement, contract, arrangement or understanding at the
                  designation time with Bally or any other subsidiary of Bally,
                  unless the terms of any the agreement, contract, arrangement
                  or understanding are no less favorable to Bally or such other
                  subsidiary than those that might be obtained at the time from
                  Persons who are not Affiliates of Bally; or

                           (b)      in the event the condition described in
                  subparagraph (a) is not satisfied, the value of the agreement,
                  contract, arrangement or understanding to such Unrestricted
                  Subsidiary will be considered an Investment; and

                  (4)      such Unrestricted Subsidiary does not own any Capital
         Stock in any subsidiary of Bally which is not simultaneously being
         designated an Unrestricted Subsidiary.

         Any such designation by the board of directors of Bally will be
evidenced to the trustee by the filing with the trustee:

                  (1)      a board resolution giving effect to such designation,
         and

                  (2)      an officers' certificate certifying that such
         designation complies with the foregoing conditions described in the
         definition

         Any Investment by Bally in any Unrestricted Subsidiary will be deemed a
Restricted Payment on the date of designation in an amount equal to the greater
of

                           (a)      the net book value of such Investment, or

                           (b)      the Fair Market Value of such Investment as
                  determined in good faith by Bally's board of directors.

         The board of directors may designate any Unrestricted Subsidiary as a
Subsidiary, so long as

                           (a)      if such Unrestricted Subsidiary has any
                  Indebtedness, that immediately after giving effect to the
                  designation, Bally could incur $1.00 of additional
                  Indebtedness pursuant to the restrictions under "--Certain
                  Covenants--Incurrence of Indebtedness", other than Permitted
                  Indebtedness or Permitted Subsidiary Indebtedness, and

                                       89



                           (b)      all Indebtedness of such Subsidiary will be
                  considered to be incurred on the date the Unrestricted
                  Subsidiary becomes a Subsidiary.

         "Unrestricted Subsidiary Indebtedness" means Indebtedness of any
Unrestricted Subsidiary

                  (1)      that neither Bally nor any Subsidiary is directly or
         indirectly liable, and

                  (2)      upon the occurrence of a default with respect to the
         Indebtedness, does not result in, or permit any holder of any
         Indebtedness of Bally or any Subsidiary to declare a default on such
         Indebtedness of Bally or any Subsidiary or cause the payment of the
         Indebtedness to be accelerated or payable prior to its Stated Maturity.

         "Voting Stock" means the class or classes of Capital Stock that allow
the stockholder, under ordinary circumstances, to have general voting power to
elect at least a majority of (1) the board of directors, (2) managers or (3)
trustees of a corporation, regardless of whether or not Capital Stock of any
other class or classes will have or might have voting power by reason of the
happening of any contingency.

         "Wholly Owned Subsidiary" means a Subsidiary in which Bally or another
Wholly Owned Subsidiary owns all the Capital Stock, other than qualifying
shares, if any.

                                       90



                          BOOK-ENTRY; DELIVERY AND FORM

         Except as described herein under the heading "Certificated Securities"
exchange notes will initially be represented by a permanent global note ("Global
Notes") in fully registrable form without interest coupons and will be deposited
with the trustee as custodian for the Depository Trust Company and registered in
the name of a nominee of such depository.

THE GLOBAL NOTES

         We expect that pursuant to procedures established by DTC:

                  (1)      upon the issuance of the Global Notes, DTC or its
         custodian will credit, on its internal system, the principal amount of
         notes of the individual beneficial interests represented by such Global
         Notes to the respective accounts of persons who have accounts with such
         depositary, and

                  (2)      ownership of beneficial interests in the Global Notes
         will be shown on, and the transfer of such ownership will be effected
         only through:

                           -        records maintained by DTC or its nominee
                           with respect to interests of persons who have
                           accounts with DTC "participants" and

                           -        the records of participants with respect to
                           interests of persons other than participants.

         So long as DTC, or its nominee, is the registered owner or holder of
the exchange notes, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the exchange notes represented by the Global Notes
for all purposes under the indenture. No beneficial owner of an interest in the
Global Notes will be able to transfer that interest except in accordance with
DTC's procedures, in addition to those provided for under the indenture with
respect to the exchange notes.

         Payments of the principal of, premium, if any, and interest (including
additional interest) on the Global Notes will be made to DTC or its nominee, as
the case may be, as the registered owner thereof. None of us, the trustee or any
paying agent will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         We expect that DTC or its nominee, upon receipt of any payment of
principal, premium, if any, and interest (including additional interest) on the
Global Notes, will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the Global Notes as shown on the records of DTC or its nominee. We also
expect that payments by participants to owners of beneficial interests in the
Global Notes held through such participants will be governed by standing
instructions and customary practice, as is now the case with securities held for
the accounts of customers registered in the names of nominees for such
customers. Such payments will be the responsibility of such participants.

         Transfers between participants in DTC will be effected in the ordinary
way through DTC's same-day funds system in accordance with DTC rules and will be
settled in same-day funds. If a holder requires physical delivery of a
certificated note for any reason, including to sell exchange notes to persons in
states that require physical delivery of the notes, or to pledge such
securities, such holder must transfer its interest in the Global Notes, in
accordance with the normal procedures of DTC and with the procedures set forth
in the indenture. Consequently, the ability to transfer exchange notes or to
pledge notes as collateral will be limited to such extent.

         Exchange notes that are issued as described below under "--Certificated
Securities," will be issued in registered definitive form without coupons (each,
a "Certificated Note"). Upon the transfer of Certificated Notes, such
certificated notes may, unless the Global Note has previously been exchanged for
certificated notes, be exchanged for an interest in the Global Note representing
the principal amount of exchange notes being transferred.

         DTC has advised us that it will take any action permitted to be taken
by a holder of exchange notes (including the presentation of notes for exchange
as described below) only at the direction of one or more

                                       91



participants to whose account the DTC interests in the Global Notes are credited
and only in respect of such portion of the aggregate principal amount of
exchange notes as to which such participant or participants has or have given
such direction. However, if there is an event of default under the indenture,
DTC will exchange the Global Notes for certificated notes, which it will
distribute to its participants.

         DTC has advised us as follows: DTC is:

         (1)      limited-purpose trust company organized under the laws of the
                  State of New York,

         (2)      a member of the Federal Reserve System,

         (3)      a "clearing corporation" within the meaning of the New York
                  Uniform Commercial Code and

         (4)      a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act.

         DTC was created to hold securities for its participants and facilitate
the clearance and settlement of securities transactions between participants
through electronic book-entry changes in accounts of its participants, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing corporations
and certain other organizations. Indirect access to the DTC system is available
to others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly ("indirect participants").

         Although DTC has agreed to the foregoing procedures in order to
facilitate transfers of interests in the global notes among participants of DTC,
it is under no obligation to perform such procedures and such procedures may be
discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.

CERTIFICATED SECURITIES

         If DTC is at any time unwilling or unable to continue as a depositary
for the global notes and a successor depositary is not appointed by us within 90
days, certificated notes will be issued in exchange for the Global Notes.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

         The following is a discussion of the material federal income tax
considerations relevant to the exchange of old notes for notes pursuant to the
exchange offer, but does not purport to be a complete analysis of all potential
tax consequences. This discussion is based upon the Internal Revenue Code of
1986, as amended, Treasury regulations, Internal Revenue Service rulings and
pronouncements, and judicial decisions now in effect, all of which are subject
to change at any time. Any such changes may be applied retroactively in a manner
that could adversely affect your notes. We have not and will not seek any
rulings from the Internal Revenue Service with respect to the matters discussed
below. We cannot assure you that the Internal Revenue Service will not take
positions concerning tax consequences of the exchange offer which are different
from those discussed below. This discussion does not consider the effect of any
applicable foreign, state, local or other tax laws or estate or gift tax
considerations. This discussion also does not address the federal income tax
consequences to holders subject to special treatment under the federal income
tax laws, such as dealers in securities or foreign currency, tax-exempt
entities, banks, thrifts, insurance companies, persons that hold the notes as
part of a straddle, hedge or conversion transaction, persons that have a
functional currency other than the United States dollar, and investors in
pass-through entities.

         YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES TO YOU OF EXCHANGING OLD NOTES FOR NOTES PURSUANT TO THE EXCHANGE
OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX
LAWS.

         The exchange of old notes for notes pursuant to the exchange offer will
not constitute a taxable exchange for federal income tax purposes. You will have
a tax basis in the notes equal to your tax basis in the old notes exchanged
therefor and your holding period for the notes will include your holding period
for the old notes exchanged therefor. Accordingly, the exchange should have no
material federal income tax consequences to you.

                                       92



                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus together with
any resale of those notes. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in the resales of notes
received in exchange for old notes where those old notes were acquired as a
result of market-making activities or other trading activities. We have agreed
that for a period of up to 180 days after the expiration date, we will make this
prospectus, as amended or supplemented, available to any broker-dealer that
requests it in the letter of transmittal for use in any such resale.

         We will not receive any proceeds from any sale of notes by
broker-dealers or any other persons. Notes received by broker-dealers for their
own account pursuant to the exchange offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such notes. Any broker-dealer that
resells notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         We have agreed to pay all expenses incident to our performance of, or
compliance with, the registration rights agreement and will indemnify the
holders of outstanding notes including any broker-dealers, and certain parties
related to such holders, against certain types of liabilities, including
liabilities under the Securities Act.

                                  LEGAL MATTERS

         The validity of the notes offered hereby will be passed upon for us by
Latham & Watkins, LLP, Chicago, Illinois.

         Certain matters concerning the Guarantors will be passed upon for us
by Cary A. Gaan, Senior Vice President, Secretary and General Counsel of Bally.


                                     EXPERTS

         Our consolidated balance sheets as of December 31, 2002 and 2001, and
the related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2002 included
in this prospectus have been audited by Ernst & Young LLP, independent auditors,
as stated in their report appearing herein and have been so included in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                                       93



                        INDEX TO FINANCIAL STATEMENTS OF
                     BALLY TOTAL FITNESS HOLDING CORPORATION

                                                                                                               
Report of independent auditors                                                                                     F-2

Consolidated Balance Sheet at December 31, 2002 and 2001                                                           F-3

Consolidated Statement of Income for the years ended December 31, 2002, 2001, and 2000                             F-5

Consolidated Statement of Stockholders' Equity for the years ended December 31, 2002, 2001 and 2000                F-6

Consolidated Statement of Cash Flows for the years ended December 31, 2002, 2001 and 2000                          F-7

Notes to Consolidated Financial Statements for the years ended December 31, 2002, 2001 and 2000                    F-9

Unaudited Condensed Consolidated Balance Sheet at June 30, 2003                                                   F-33

Unaudited Consolidated Statement of Income for the three and six months ended June 30, 2003 and 2002              F-34

Unaudited Consolidated Statement of Stockholders' Equity for the six months ended June 30, 2003                   F-36

Unaudited Consolidated Statement of Cash Flows for the six months ended June 30, 2003 and 2002                    F-37

Notes to Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2003             F-39



                                      F-1



REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Bally Total Fitness Holding Corporation

         We have audited the accompanying consolidated balance sheets of Bally
Total Fitness Holding Corporation as of December 31, 2002 and 2001, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and the
schedule based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Bally Total Fitness Holding Corporation at December 31, 2002 and 2001, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States.

         As discussed in the Goodwill, trademarks and intangible assets note to
the consolidated financial statements, in 2002, the Company changed its method
of accounting for goodwill and intangible assets.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
February 12, 2003, except for Note
  "Condensed Consolidating Financial
  Statements" as to which the date is
  June 26, 2003 and Note "Subsequent
  Events" as to which the date is
  August 12, 2003

                                      F-2



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                           CONSOLIDATED BALANCE SHEET
                        (IN THOUSANDS, EXCEPT SHARE DATA)



                                                                        DECEMBER 31
                                                               ----------------------------
                                                                   2001           2002
                                                               -------------  -------------
                                                                        
ASSETS
Current assets:
  Cash and equivalents.......................................  $       9,310  $      12,907
  Installment contracts receivable, net......................        254,412        271,531
  Other current assets.......................................         99,098         92,764
                                                               -------------  -------------
     Total current assets....................................        362,820        377,202
Installment contracts receivable, net........................        273,607        251,074
Property and equipment, at cost:
  Land.......................................................         38,125         43,415
  Buildings..................................................        140,972        150,228
  Leasehold improvements.....................................        673,737        717,664
  Equipment and furnishings..................................        265,916        284,845
                                                               -------------  -------------
                                                                   1,118,750      1,196,152
  Accumulated depreciation and amortization..................       (490,116)      (538,613)
                                                               -------------  -------------
     Net property and equipment..............................        628,634        657,539
Goodwill.....................................................        226,701        242,854
Trademarks...................................................          6,969          6,969
Intangible assets, less accumulated amortization of $8,873
  and $9,453.................................................          3,367          2,786
Deferred income taxes........................................         76,104         81,314
Deferred membership origination costs........................        112,959        119,484
Other assets.................................................         25,729         32,652
                                                               -------------  -------------
                                                               $   1,716,890  $   1,771,874
                                                               =============  =============


                             See accompanying notes.

                                      F-3



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                           CONSOLIDATED BALANCE SHEET
                        (IN THOUSANDS, EXCEPT SHARE DATA)



                                                                        DECEMBER 31
                                                               ----------------------------
                                                                   2001           2002
                                                               -------------  -------------
                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable...........................................  $      50,471  $      51,752
  Income taxes payable.......................................          1,974          1,497
  Deferred income taxes......................................         32,346         29,303
  Accrued liabilities........................................         75,309         87,683
  Current maturities of long-term debt.......................         25,302         28,904
  Deferred revenues..........................................        294,930        271,031
                                                               -------------  -------------
     Total current liabilities...............................        480,332        470,170
Long-term debt, less current maturities......................        639,869        697,850
Other liabilities............................................         12,555         10,689
Deferred revenues............................................         71,400         63,689
Stockholders' equity:
  Preferred stock, $.10 par value; 10,000,000 shares
    authorized; none issued
  Series A Junior Participating;
    602,000 shares authorized; none issued
  Common stock, $.01 par value;
    60,200,000 shares authorized; 32,994,596 and
    33,861,964 shares issued.................................            329            338
  Contributed capital........................................        657,546        670,561
  Accumulated deficit........................................       (107,807)      (104,279)
  Unearned compensation (restricted stock)...................        (26,559)       (25,509)
  Common stock in treasury, at cost, 614,039 and 668,539
     shares..................................................        (10,775)       (11,635)
                                                               -------------  -------------
     Total stockholders' equity..............................        512,734        529,476
                                                               -------------  -------------
                                                               $   1,716,890  $   1,771,874
                                                               =============  =============


                             See accompanying notes.

                                      F-4



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                        CONSOLIDATED STATEMENT OF INCOME
                        (IN THOUSANDS, EXCEPT SHARE DATA)



                                                                    YEAR ENDED DECEMBER 31
                                                         -------------------------------------------
                                                             2000           2001           2002
                                                         -----------  --------------  --------------
                                                                             
Net revenues:
  Membership revenue.................................    $   659,279  $      689,547  $      730,589
  Products and services..............................        110,869         144,926         217,667
  Miscellaneous revenue..............................         15,714          17,031          19,622
                                                         -----------  --------------  --------------
                                                             785,862         851,504         967,878
  Special charge to membership receivable reserve....                                        (55,000)
                                                         -----------  --------------  --------------
                                                             785,862         851,504         912,878
Operating costs and expenses:
  Fitness center operations..........................        466,702         496,937         557,749
  Products and services..............................         71,716          91,376         141,570
  Member processing and collection centers...........         43,486          42,304          45,340
  Advertising........................................         51,443          53,995          55,547
  General and administrative.........................         28,964          27,291          32,004
  Special charges....................................          6,500           6,700          17,227
  Depreciation and amortization......................         65,605          72,924          74,346
                                                         -----------  --------------  --------------
                                                             734,416         791,527         923,783
                                                         -----------  --------------  --------------
Operating income (loss)..............................         51,446          59,977         (10,905)
Finance charges earned...............................         68,462          67,258          67,771
Interest expense.....................................        (62,058)        (58,848)        (55,468)
Other, net...........................................          1,760             751            (566)
                                                         -----------  --------------  --------------
                                                               8,164           9,161          11,737
                                                         -----------  --------------  --------------
Income from continuing operations before income tax..         59,610          69,138             832
Income tax benefit...................................         19,000          13,750           4,163
                                                         -----------  --------------  --------------
Income from continuing operations....................         78,610          82,888           4,995
Discontinued operations
   Loss from discontinued operations (net of tax
   benefit of $0.3 in 2002)..........................                         (2,181)         (1,467)
                                                         -----------  --------------  --------------
Net income...........................................    $    78,610  $       80,707  $        3,528
                                                         ===========  ==============  ==============
Basic earnings per common share
  Income from continuing operations..................    $      3.29  $         2.99  $         0.16
  Loss from discontinued operations..................             --            (.08)           (.05)
                                                         -----------  --------------  --------------
  Net income per common share........................    $      3.29  $         2.91  $          .11
                                                         ===========  ==============  ==============
Average common shares outstanding....................     23,858,486      27,744,046      32,163,019
Diluted earnings per common share
  Income from continuing operations..................    $      2.84  $         2.78  $         0.15
  Loss from discontinued operations..................             --            (.08)           (.04)
                                                         -----------  --------------  --------------
  Net income per common share........................    $      2.84  $         2.70  $          .11
                                                         ===========  ==============  ==============
Average diluted common shares outstanding
  (includes 3,793,551, 2,104,154 and 822,712
  common equivalent shares in 2000, 2001 and
  2002, respectively)................................     27,652,037      29,848,200      32,985,731

Pro forma amounts, assuming the new accounting
  principle is applied retroactively (see note
  "Subsequent Events"):
    Income from continuing operations................    $    73,138  $       79,051  $        6,566
    Net Income.......................................         73,138          76,870           5,099
    Basic net income per common share................           3.07            2.77             .16
    Diluted net income per common share..............           2.64            2.58             .15


                             See accompanying notes.

                                      F-5



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (IN THOUSANDS, EXCEPT SHARE DATA)




                              COMMON STOCK                                  UNEARNED
                           -------------------                            COMPENSATION   COMMON       TOTAL
                                          PAR    CONTRIBUTED  ACCUMULATED  (RESTRICTED  STOCK IN   STOCKHOLDERS'
                             SHARES      VALUE     CAPITAL      DEFICIT      STOCK)     TREASURY      EQUITY
                             ------      -----     -------      -------      ------     --------      ------

                                                                              
Balance at December 31,
  1999...................  23,755,394    $ 243    $ 498,093   $ (267,124)   $  (7,978)  $ (10,775) $     212,459
Net income...............                                         78,610                                  78,610
Issuance of common stock
  for acquisitions of
  businesses.............     295,151        3        4,691                                                4,694
Restricted stock
  activity...............      90,000        1        3,779                    (3,779)                         1
Issuance of common stock
  under stock purchase
  and option plans.......     212,401        2        2,076                                                2,078
                           ----------    -----    ---------   ----------    ---------   ---------  -------------
Balance at December 31,
  2000...................  24,352,946      249      508,639     (188,514)     (11,757)    (10,775)       297,842
Net income...............                                         80,707                                  80,707
Sale of common stock.....   2,238,821       22       53,805                                               53,827
Exercise of warrants.....   2,207,104       22       11,587                                               11,609
Issuance of common stock
  for acquisitions of
  businesses.............   2,987,865       30       61,863                                               61,893
Restricted stock
  activity...............     352,500        4       14,802                   (14,802)                         4
Issuance of common stock
  under stock purchase
  and option plans.......     241,321        2        2,850                                                2,852
Income tax benefit from
  stock options
  exercised..............                             4,000                                                4,000
                           ----------    -----    ---------   ----------    ---------   ---------  -------------
Balance at December 31,
  2001...................  32,380,557      329      657,546     (107,807)     (26,559)    (10,775)       512,734
Net income...............                                          3,528                                   3,528
Exercise of warrants.....     250,000        3        2,510                                                2,513
Issuance of common stock
  for acquisitions of
  businesses.............     382,827        4        8,851                                                8,855
Restricted stock
  activity...............     110,000        1         (125)                    1,050                        926
Issuance of common stock
  under stock purchase
  and option plans.......     124,541        1        1,779                                                1,780
Purchases of common
  stock..................     (54,500)                                                       (860)          (860)
                           ----------    -----    ---------   ----------    ---------   ---------  -------------
Balance at December 31,
  2002...................  33,193,425    $ 338    $ 670,561   $ (104,279)   $ (25,509)  $ (11,635) $     529,476
                           ==========    =====    =========   ==========    =========   =========  =============



                               See accompanying notes.

                                      F-6



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)



                                                                   YEAR ENDED DECEMBER 31
                                                          ---------------------------------------
                                                              2000          2001         2002
                                                          ------------- ------------- -----------
                                                                             
Operating:
  Net income............................................  $     78,610  $     80,707  $     3,528
  Adjustments to reconcile to cash provided:
     Depreciation and amortization, including
       amortization included in interest expense........        69,381        76,865       78,236
     Changes in operating assets and liabilities........       (98,824)      (55,800)     (29,189)
     Stock-based compensation...........................                                      926
                                                          ------------  ------------  -----------
       Cash provided by operating activities............        49,167       101,772       53,501
Investing:
  Purchases and construction of property and
     equipment..........................................      (104,739)      (91,171)     (75,140)
  Purchases of real estate..............................        (3,655)                   (11,510)
  Acquisitions of businesses and other..................        (4,066)      (30,692)      (6,610)
                                                          ------------  ------------  -----------
       Cash used in investing activities................      (112,460)     (121,863)     (93,260)
Financing:
  Debt transactions:
     Net borrowings (repayments) under revolving
       credit agreement.................................        69,500       (51,500)      31,500
     Net borrowings (repayments) of other long-term
       debt.............................................       (18,661)        4,104        9,928
     Debt issuance and refinancing costs................                      (4,569)      (1,505)
                                                          ------------  ------------  -----------
       Cash provided by (used in) debt
          transactions..................................        50,839       (51,965)      39,923
  Equity transactions:
     Proceeds from sale of common stock.................                      53,827
     Proceeds from exercise of warrants.................                      11,609        2,513
     Proceeds from issuance of common stock under
       stock purchase and option plans..................         2,078         2,856        1,780
     Purchases of common stock for treasury.............                                     (860)
                                                          ------------  ------------  -----------
       Cash provided by financing activities............        52,917        16,327       43,356
                                                          ------------  ------------  -----------
Increase (decrease) in cash and equivalents.............       (10,376)       (3,764)       3,597
Cash and equivalents, beginning of year.................        23,450        13,074        9,310
                                                          ------------  ------------  -----------
Cash and equivalents, end of year.......................  $     13,074  $      9,310  $    12,907
                                                          ============  ============  ===========


                             See accompanying notes.

                                      F-7



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)



                                                                       YEAR ENDED DECEMBER 31
                                                               --------------------------------------
                                                                  2000          2001         2002
                                                               ------------- ------------- -----------
                                                                                 
Supplemental cash flows information:
Changes in operating assets and liabilities, net of
  effects from acquisitions or sales, were as follows:
     Decrease (increase) in installment contracts
       receivable.......................................       $   (65,226)  $     5,189  $     5,414
     Decrease (increase) in other current and other
       assets...........................................           (22,397)       (3,195)       6,272
     Decrease (increase) in deferred membership
       origination costs................................            (7,934)        1,170       (6,525)
     Increase (decrease) in accounts payable............             1,974        (5,600)       1,281
     Decrease in income taxes...........................           (20,132)      (16,780)      (4,814)
     Increase in accrued and other liabilities..........             2,496           382        9,592
     Increase (decrease) in deferred revenues...........            12,395       (36,966)     (40,409)
                                                               -----------   -----------  -----------
                                                               $   (98,824)  $   (55,800) $   (29,189)
                                                               ===========   ===========  ===========
Cash payments for interest and income taxes were as follows:

  Interest paid.........................................       $    61,982   $    60,256  $    53,936
  Interest capitalized..................................            (3,959)       (3,984)      (2,942)
  Income taxes paid, net................................             1,132         3,029          403
Investing and financing activities exclude the following
  non-cash transactions:

     Acquisition of property and equipment through
       capital leases/borrowings........................       $    28,892   $    23,472  $    10,991
     Acquisitions of businesses with common stock.......             4,695        62,132        8,855
     Restricted stock activity..........................             3,779        14,802       (1,050)
     Assumed debt related to acquisitions of
       businesses.......................................             7,577         3,862        2,846
     Tax benefit from exercise of employee stock
       options..........................................                           4,000


                             See accompanying notes.

                                      F-8



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

    The accompanying consolidated financial statements include the accounts of
Bally Total Fitness Holding Corporation (the "Company") and the subsidiaries
that it controls. The Company, through its subsidiaries, is a nationwide
commercial operator of fitness centers with 412 facilities, at February 28,
2003, located in 29 states and Canada. The Company operates in one industry
segment, and all significant revenues arise from the commercial operation of
fitness centers, primarily in major metropolitan areas in the United States and
Canada. Unless otherwise specified in the text, references to the Company
include the Company and its subsidiaries.

    The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which require the
Company's management to make estimates and assumptions that affect the amounts
reported therein. Actual results could vary from such estimates. Certain
prior-year amounts have been reclassified to conform to the current-year
presentation.

Cash Equivalents

    The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents. The carrying amount of
cash equivalents approximates fair value due to the short maturity of those
instruments.

Property and Equipment

    Depreciation of buildings, equipment and furnishings (including assets under
capital leases) is provided on the straight-line method over the estimated
useful lives of the related assets. Buildings are depreciated over 30 years and
useful lives for equipment and furnishings range from three to 15 years.
Amortization of leasehold improvements is provided on the straight-line method
over the lesser of the estimated useful lives of the improvements or the lease
periods. Depreciation and amortization of property and equipment was $73,793,
$64,875 and $57,875 for 2002, 2001 and 2000, respectively.

Deferred Finance Costs

    Deferred finance costs are amortized over the terms of the related debt
using the straight-line method. Included in "Other assets" at December 31, 2002
and 2001 were deferred finance costs of $10,015 and $12,056 respectively, net of
accumulated amortization of $17,517 and $13,874, respectively.

Membership Revenue Recognition

    The Company's fitness centers primarily offer a dues membership, which
permits members, upon paying an initial membership fee, which may be financed,
to maintain their membership on a month-to-month basis as long as monthly dues
payments are made. Initial membership fees may be paid in full when members join
or may be financed via installment contracts over periods ranging up to 36
months. Revenues from initial membership fees (net of any related allowances)
are deferred and recognized ratably over the weighted-average expected life of
the memberships, which for paid-in-full memberships and financed memberships
sold have been calculated to be 36 months and 22 months, respectively. Costs
directly related to the origination of memberships (substantially all of which
are sales commissions paid) are also deferred and are amortized using the same
methodology as for initial membership fees described above. The provision for
doubtful receivables and cancellations is charged directly against membership
revenue. Dues revenue is recorded as monthly services are provided. Accordingly,
when dues are prepaid, the prepaid portion is deferred and recognized over the
applicable term. Installment contracts bear interest at, or are adjusted for
financial accounting purposes at the time the contracts are sold to,

                                      F-9



                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

rates for comparable consumer financing. Unearned finance charges are amortized
over the term of the contracts on the sum-of-the-months-digits method, which
approximates the interest method.

    Components of deferred revenues as of December 31, 2002 and 2001 are as
follows:



                                                   CURRENT    LONG-TERM     TOTAL
                                                 -----------  ---------  -----------
                                                                
2002:
  Financed initial membership fees deferred...   $   194,414  $  39,154  $   233,568
  Paid-in-full initial membership fees
     deferred.................................        17,039     11,050       28,089
  Prepaid dues................................        59,578     13,485       73,063
                                                 -----------  ---------  -----------
                                                 $   271,031  $  63,689  $   334,720
                                                 ===========  =========  ===========
2001:
  Financed initial membership fees deferred...   $   223,577  $  44,440  $   268,017
  Paid-in-full initial membership fees
     deferred.................................        18,123     11,995       30,118
  Prepaid dues................................        53,230     14,965       68,195
                                                 -----------  ---------  -----------
                                                 $   294,930  $  71,400  $   366,330
                                                 ===========  =========  ===========



    Gross committed membership fees represent the gross contracted value of
memberships originated during the periods, inclusive of initial membership fees,
monthly dues, finance charges, and products and services included in membership
programs. It is measured on a gross basis before consideration of our provision
for doubtful accounts and cancellations and without deferral of initiation fee
revenue, and includes the future potential collection of dues revenue over the
initial term of membership. This data is presented in order to expand the
presentation of originating membership data as the Company now operates under
several brands, membership structures and an evolving menu of products and
services accompanying certain membership programs. The following is a
reconciliation of gross committed membership fees to initial membership fees
originated, net for the years ended December 31, 2002, 2001 and 2000:



                                                    2000          2001            2002
                                               -------------  -------------   -------------
                                                                     
Gross committed membership fees.............   $   1,073,775  $   1,073,619   $   1,132,634
Less: Committed monthly dues................        (141,286)      (144,939)       (233,039)
  Provision for doubtful receivables and
     cancellations..........................        (337,076)      (335,628)       (329,308)
  Unearned finance charges and other........        (165,976)      (169,103)       (172,947)
  Products and services revenues included
     in membership programs.................         (41,888)       (55,155)        (78,246)
                                               -------------  -------------   -------------
Initial membership fees originated,
  net.......................................   $     387,549  $     368,794   $     319,094
                                               =============  =============   =============


    Components of membership revenue as presented in the accompanying
consolidated statement of income for the years ended December 31, 2002, 2001 and
2000 are as follows:



                                          2000         2001        2002
                                      ------------ ----------- -----------
                                                      
Initial membership fees:
  Originated, net...................  $   387,549  $   368,794 $   319,094
  Decrease (increase) in deferral...      (10,449)      24,011      36,478
                                      -----------  ----------- -----------
                                          377,100      392,805     355,572
Dues:
  Dues collected....................      284,125      283,787     371,086
  Decrease (increase) in deferral...       (1,946)      12,955       3,931
                                      -----------  ----------- -----------
                                          282,179      296,742     375,017
                                      -----------  ----------- -----------
Membership revenues.................  $   659,279  $   689,547 $   730,589
                                      ===========  =========== ===========


                                      F-10



                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

Products and Services



                                             2000        2001        2002
                                         ----------- ----------- -----------
                                                        
Net revenues:
  Retail and nutritional supplements:
     Membership programs...............  $    23,507 $    30,034 $    28,787
     Direct sales......................       33,251      43,099      53,757
  Personal training:
     Membership programs...............       18,381      25,121      49,459
     Direct sales......................       31,203      39,347      78,968
  Financial services...................        4,527       7,325       6,696
                                         ----------- ----------- -----------
                                             110,869     144,926     217,667
Direct operating costs and expenses:

  Retail and nutritional supplements...       41,183      51,629      64,201
  Personal training....................       30,533      39,747      77,369
                                         ----------- ----------- -----------
                                              71,716      91,376     141,570
                                         ----------- ----------- -----------
Direct operating margin................  $    39,153 $    53,550 $    76,097
                                         =========== =========== ===========


    The Company offers personal training services in most club locations and
operated approximately 392, 365 and 340 retail store locations within clubs as
of December 31, 2002, 2001 and 2000, respectively. The Company offers
Bally-branded and third-party nutritional supplements in its retail store
locations and through direct sales to members. Retail and nutritional product
inventory is carried at the lower of cost or market value. Sales of multiple-
session personal training packages are deferred and recognized as personal
training services are performed.

    The Company also offers a number of new membership programs, which include
Bally-branded nutritional supplements and personal training services. The value
of products and services revenue included in new membership programs is
determined based on the retail value of such products and services, and is
recognized upon delivery to new members as "products and services" revenue in
the accompanying consolidated statement of income.

Stock-based Compensation

    The Company has stock-based employee compensation plans which are described
more fully in the Stock plans note to the consolidated financial statements. The
Company has elected to account for stock-based compensation by applying
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB No. 25), because the alternative fair value accounting provided
for under Statements of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123), requires use of option valuation models
that were not developed for use in valuing stock options. Under APB No. 25,
because the exercise price of the Company's stock options equals the market
price of the Common Stock on the date of grant, no compensation expense is
recognized.

EARNINGS PER COMMON SHARE

    Basic earnings per common share is computed by dividing net income by the
weighted-average number of shares of common stock outstanding during each year,
which totaled 32,163,019 shares, 27,744,046 shares and 23,858,486 shares for
2002, 2001 and 2000, respectively. Diluted earnings per common share is computed
by dividing net income by the weighted-average number of shares of common stock
and common stock equivalents outstanding during each year, which totaled
32,985,731 shares, 29,848,200 shares and 27,652,037 shares for 2002, 2001 and
2000, respectively. Common stock equivalents represent the dilutive effect of
the assumed exercise of outstanding warrants and stock options. Common stock
equivalents increased the weighted-average number of shares outstanding for
diluted earnings per common share by 822,712 shares, 2,104,154 shares and
3,793,551 shares for 2002, 2001 and 2000, respectively. Options outstanding to
purchase 3,049,375 shares, 1,416,300 shares and 1,446,218 shares of common stock
at December 31, 2002, 2001, and 2000, respectively, were not included in the
computation of diluted earnings per share because the exercise prices of the
options

                                      F-11



                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

were greater than the average market prices of the Company's common shares. The
range of exercise prices per share for these options was between $12.00 and
$36.00, $21.38 and $36.00, and $26.25 and $36.00 at December 31, 2002, 2001, and
2000, respectively.

NEW ACCOUNTING PRONOUNCEMENTS

    In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, Accounting for Asset
Retirement Obligations (SFAS No. 143). SFAS No. 143 addresses the financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets. It requires that we recognize the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are then capitalized as part of the carrying amount of
the long-lived asset. In the first quarter of 2003, the Company implemented the
provisions of Statement of Financial Accounting Standards No. 143, Accounting
for Asset Retirement Obligations. As a result, a non-cash cumulative adjustment
of $165 was recorded to provide for estimated future restoration obligations on
the Company's leaseholds.


    In June 2002, the FASB issued Statement of Financial Accounting Standards
No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS
No. 146). SFAS No. 146 addresses the accounting and reporting for costs
associated with restructuring activities. This new standard changes the timing
of the recognition of restructuring charges. Liabilities for restructuring costs
will be required to be recognized when the liability is incurred rather than
when we commit to the plan. SFAS No. 146 is effective for restructuring activity
initiated after December 31, 2002. We do not anticipate that the adoption of
this statement will have a material impact on our financial position, results of
operations or cash flows.

GOODWILL, TRADEMARKS AND INTANGIBLE ASSETS

    Prior to the implementation in the first quarter of 2002 of Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
(SFAS No. 142), goodwill had been amortized on the straight-line method over
periods ranging up to 40 years from dates of acquisition. Amounts assigned to
acquired operating lease rights, are being amortized on the straight-line method
over the remaining lease periods (six to 20 years). Also in 2000, we purchased
certain marks, including the "Bally Total Fitness" service mark, from their
owner. Prior to this purchase, the marks were used pursuant to a long-term
trademark license agreement. At December 31, 2002, these trademarks had a net
book value of $6,969. Prior to the implementation of SFAS No. 142 the Company
annually evaluated whether the carrying value of goodwill warranted revision,
generally considering expectations of future profitability and cash flows
(undiscounted and without interest charges) on a consolidated basis. No
revisions have been recorded. As a result of the adoption of SFAS No. 142 the
Company ceased amortization of goodwill and indefinite lived trademarks in 2002
in accordance with the provisions of this standard. Upon adoption, the Company
determined that the value of recorded goodwill was not impaired. Based on the
decline in the Company's common stock price below book value per share, the
Company performed an assessment of business valuation and concluded that no
impairment of goodwill has occurred based on current projections of future cash
flows. The following table presents prior year net income and earnings per share
adjusted to add back goodwill and trademark amortization:

                                      F-12



                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)



                                                                              YEAR ENDED 2000
                                           --------------------------------------------------
                                                                           EARNINGS PER SHARE
                                                               ------------------------------
                                            NET INCOME            BASIC              DILUTED
                                           -----------         ----------           ---------

                                                                           
As reported                                $    78,610         $     3.29           $    2.84
Add back: amortization                           7,051               0.30                0.26
                                           -----------         ----------           ---------
As adjusted                                $    85,661         $     3.59           $    3.10
                                           ===========         ==========           =========




                                                                              YEAR ENDED 2001
                                           --------------------------------------------------
                                                                           EARNINGS PER SHARE
                                                               ------------------------------
                                            NET INCOME            BASIC              DILUTED
                                           -----------         ----------           ---------
                                                                           

As reported                                $    80,707         $     2.91           $    2.70
Add back: amortization                           7,632               0.27                0.26
                                           -----------         ----------           ---------
As adjusted                                $    88,339         $     3.18           $    2.96
                                           ===========         ==========           =========


ACQUISITIONS

    In April 2002, we completed the acquisition of Planet Fitness, a fitness
chain in the New England area. The purchase price of approximately $12,200
included $3,350 in cash, $2,900 in assumed debt and approximately 383,000 shares
of the Company's common stock. The portion of the purchase price allocated to
goodwill was $11,521. On December 31, 2001, we acquired Crunch Fitness, a
privately held operator of 19 fitness centers located in New York City, Atlanta,
Chicago, San Francisco, Los Angeles and Miami. The purchase price of
approximately $90,000 included $23,500 in cash, $3,862 in assumed debt and
approximately three million shares of the Company's common stock. The portion of
the purchase price allocated to goodwill totaled approximately $89,000. On an
unaudited proforma basis, excluding goodwill amortization, Crunch had 2001 net
revenues of approximately $74,400 and operating income of approximately $10,100.
During 2000, we acquired 13 fitness centers in the Portland, Oregon area, three
fitness centers in the San Diego, California area and one fitness center in
Pittsburgh, Pennsylvania.

SPECIAL CHARGES

    In connection with intentions to seek alternatives for the financing portion
of our business model, management undertook a study to determine the net
realizable values of recent years' sales activity and membership installment
contracts receivable on an accelerated monetization basis. Previously, the
method for estimating the adequacy of balance sheet reserves did not assume an
accelerated monetization scenario. Given that the receivables portfolio may be
substantially monetized during the next 12 to 18 months, strengthening of our
membership receivable reserves was warranted and a pretax non-cash charge of
$55,000 which was netted against net revenues has been provided in the fourth
quarter of 2002.

    A fourth quarter 2002 special charge of $7,330 was recorded to provide for
amounts related to a separation agreement entered into when our former CEO
retired. Also in the fourth quarter, we recorded a $3,400 write down of
inventory to recognize inventory shortages discovered upon installation of a
more sophisticated in-club computer system. During the third quarter of 2002, we
recorded a special charge of $6,500 to settle a class action lawsuit arising in
the early 1990's. In the first quarter of 2002, we reduced our tax valuation
allowance against net operating losses realized in prior periods by $4,000. This
adjustment decreased the income tax provision, increasing net income.

    In the third quarter of 2001, we recorded $6,700 of special charges of which
$4,200 was principally related to cancelled or reformatted marketing events and
other direct or indirect costs from disruptions and shutdowns of various club
operations

                                      F-13



                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

and programs resulting from the September 11th tragedies. Special charges also
included a one-time markdown of retail apparel in connection with management's
strategic repositioning of in-club retail stores, adding juice bars to replace
slow moving, lower margin fashion apparel.

    In the fourth quarter of 2000, a non-cash charge of $6,500 was recorded for
the write off of third-party internet investments.

INSTALLMENT CONTRACTS RECEIVABLE



                                                                2001         2002
                                                            -----------  -----------
                                                                   
Current:
  Installment contracts receivable........................  $   366,981  $   404,707
  Unearned finance charges................................      (44,898)     (36,015)
  Allowance for doubtful receivables and cancellations....      (67,671)     (97,161)
                                                            -----------  -----------
                                                            $   254,412  $   271,531
                                                            ===========  ===========
Long-term:
  Installment contracts receivable........................  $   358,115  $   343,749
  Unearned finance charges................................      (21,675)     (22,396)
  Allowance for doubtful receivables and cancellations....      (62,833)     (70,279)
                                                            -----------  -----------
                                                            $   273,607  $   251,074
                                                            ===========  ===========


    The carrying amount of installment contracts receivable at December 31, 2002
and 2001 approximates fair value based on discounted cash flow analyses, using
interest rates in effect at the end of each year comparable to similar consumer
financing contracts. Installment contracts receivable are generally written-off
after 90 days for members who do not make a first payment and after 180 days for
other account delinquencies. The Company completed one bulk sale of its
membership receivable portfolio in 2002 and two bulk sales in 2001. These sales,
to a major financial institution at net book value, consisted of a random
cross-section of the Company's membership receivable portfolio and yielded
initial proceeds of $23,345 and $105,000 in 2002 and 2001, respectively. The
Company services the sold accounts and remits collections to the financial
institution less a servicing fee. The Company has retained in its installment
contracts receivable balance at December 31, 2002 and 2001, amounts by which the
sold portion of the portfolio exceeded the advance rate proceeds, which includes
the value of future accounts to be written-off, related allowances and expected
additional sales proceeds.

OTHER CURRENT ASSETS



                                                               2001         2002
                                                            -----------  -----------
                                                                   

Dues receivable.......................................      $    42,785  $    42,171
Inventory.............................................           17,161       12,967
Other.................................................           39,152       37,626
                                                            -----------  -----------
                                                            $    99,098  $    92,764
                                                            ===========  ===========


ACCRUED LIABILITIES



                                                               2001          2002
                                                            -----------  -----------
                                                                   
Payroll and benefit-related liabilities                     $    27,408  $    32,526
Interest...............................                           6,274        7,092
Taxes other than income taxes..........                           7,668        5,187
Other..................................                          33,959       42,878
                                                            -----------  -----------
                                                            $    75,309  $    87,683
                                                            ===========  ===========


                                      F-14



                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

LONG-TERM DEBT



                                                                       2001         2002
                                                                   -----------  -----------
                                                                          
Nonsubordinated:
  Securitization, Series 2001-1.................................   $    50,000  $   155,000
  Securitization, Series 1996-1.................................        74,581
  Term loan, due 2004...........................................       134,750      132,910
  Revolving credit facility.....................................        18,000       49,500
  Capital lease obligations.....................................        34,044       35,548
  Other secured and unsecured obligations.......................        54,771       54,602
Subordinated:
  9 7/8% Series B Senior Subordinated Notes due 2007............           236          236
  9 7/8% Series D Senior Subordinated Notes due 2007, less
     unamortized discount of $976 and $807......................       298,789      298,958
                                                                   -----------  -----------
Total long-term debt............................................       665,171      726,754
                                                                   -----------  -----------
Current maturities of long-term debt............................       (25,302)     (28,904)
                                                                   -----------  -----------
Long-term debt, less current maturities.........................   $   639,869  $   697,850
                                                                   ===========  ===========


    In December 2001, the Company amended its three-year bank credit facility,
increasing the aggregate amount available to $225,000, consisting of a
three-year, $135,000 term loan due November 2004 and a $90,000 three-year
revolving credit facility maturing November 2004. The amount available under the
revolving credit facility is reduced by any outstanding letters of credit, which
cannot exceed $30,000. At December 31, 2002, $49,500 had been drawn on the
revolving credit facility and outstanding letters of credit totaled $4,610. The
rate of interest on borrowings is at the Company's option, generally based upon
either the agent bank's prime rate plus 1.75% or a Eurodollar rate plus 2.75%
for the revolving credit facility and the agent bank's prime rate plus 2.50% or
a Eurodollar rate plus 3.50% for the term loan. A fee of 1.75% on outstanding
letters of credit is payable quarterly. A commitment fee of one-half of 1% is
payable quarterly on the unused portion of the revolving credit facility. The
credit facility is secured by substantially all real and personal property
(excluding installment contracts receivable) of the Company. The term loan is
repayable in quarterly installments of $460, which commenced March 31, 2002 and
the final balance becomes due in November 2004.

    In December 1996, the Company refinanced its securitization facility by
completing a private placement of asset-backed securities (the "Securitization")
pursuant to the H&T Master Trust (the "Trust"). The Trust includes a portfolio
of substantially all of the Company's installment contracts receivable from
membership sales and the proceeds thereof.

    The amortization of Series 1996-1 commenced in August 2001, and the Series
1996-1 was repaid in full in August 2002. In November 2001, the Company
established a $155,000 floating rate accounts receivable-backed revolving
facility (the "Series 2001-1"), under the Trust to refinance the Series 1996-1
securitization. As of December 31, 2002, the revolving balance under the Series
2001-1 certificates was $155,000. The Series 2001-1 certificates bear interest
(1.41% at December 31, 2002) at a floating commercial paper rate capped at 8.50%
pursuant to an interest rate cap agreement. An administrative fee of 1.00% and a
program fee of .75% on the outstanding certificate amount is payable monthly. A
commitment fee of .50% of the total commitment, reduced by the outstanding
certificate amount is also payable monthly. Through November 2003, the principal
amount of the Series 2001-1 floating certificates is variable, and collections
of installment contracts receivable flow through to the Company in exchange for
the securitization of additional installment contracts receivable, except that
collections are first used to fund interest requirements. The amortization
period commences in December 2003, after which collections of installment
contracts receivable will be used first to fund interest requirements and then
to repay principal on the certificates. The amortization period ends upon the
earlier to occur of the certificates being repaid in full or January 2007.

    The Company leases certain equipment under capital leases expiring in
periods ranging from one to five years. Included in "Property and equipment" at
December 31, 2002 and 2001 were assets under capital leases of $46,740 and
$43,016, respectively, net of accumulated amortization of $31,043 and $22,198,
respectively.

                                      F-15


                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

         In December 1998, the Company, through a private placement, issued
$75,000 aggregate principal amount of 9 7/8% Series C Senior Subordinated Notes
due 2007 (the "Series C Notes") at a discount to yield an interest rate of
10.2%. The Series C Notes were pari passu with the $225,000 Series B Notes
issued in 1997. In June 1999, the Company exchanged the Series B and Series C
Notes for a like principal amount of 9 7/8% Series D Senior Subordinated Notes
due 2007 (the "Series D Notes"). The terms of the Series D Notes are
substantially identical to the terms of the Series B and Series C Notes. The
Series D Notes are not subject to any sinking fund requirement but may be
redeemed beginning in October 2002, in whole or in part, with premiums ranging
from 4.9% in December 2002 to zero in 2005 and thereafter. The payment of the
Series D and the Series B Notes not exchanged is subordinated to the payment in
full of all senior indebtedness of the Company, as defined (approximately
$425,000 at December 31, 2002).

         The revolving credit agreement and the indentures for the 9 7/8% Series
B and Series D Notes contain covenants that, among other things and subject to
certain exceptions, may limit the ability of the Company to incur additional
indebtedness, pay dividends, prepay certain indebtedness, dispose of certain
assets, create liens and make certain investments or acquisitions. The revolving
credit agreement also requires the maintenance of certain financial covenants.

         Maturities of long-term debt and future minimum payments under capital
leases, together with the present value of future minimum rentals as of December
31, 2002, are as follows:




                                       LONG-TERM     CAPITAL
                                         DEBT         LEASES        TOTAL
                                      -----------  -----------   -----------
                                                        
2003................................  $    17,607  $    14,205   $    31,812
2004................................      350,890       10,965       361,855
2005................................        6,867        7,502        14,369
2006................................        4,430        3,212         7,642
2007................................      308,266        1,687       309,953
Thereafter..........................        3,146       10,697        13,843
                                      -----------  -----------   -----------
                                          691,206       48,268       739,474
Less amount representing interest...                   (12,720)      (12,720)
                                      -----------  -----------   -----------
                                      $   691,206  $    35,548   $   726,754
                                      ===========  ===========   ===========


         The fair value of the Company's long-term debt at December 31, 2002 and
2001 approximates its carrying amount except for the Company's subordinated
debt, which had a fair market value (based on quoted market prices) of $269,640
and $305,000 at December 31, 2002 and 2001, respectively. The fair values are
not necessarily indicative of the amounts the Company could acquire the debt for
in a purchase or redemption.

INCOME TAXES

         The income tax benefit applicable to income from continuing operations
before income taxes consists of the following:



                                        2000          2001         2002
                                    ------------  ------------  -----------
                                                       
Current:
  Federal.........................  $       266   $     2,008   $   (1,654)
  State and other.................        1,000         1,250        1,578
Deferred..........................       22,438        22,618          817
Reversal of valuation allowance...      (42,704)      (39,626)      (4,904)
                                    -----------   -----------   ----------
                                    $   (19,000)  $   (13,750)  $   (4,163)
                                    ===========   ===========   ==========


                                      F-16


                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

         Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and liabilities for financial
accounting and income tax purposes. Significant components of the Company's
deferred tax assets and liabilities as of December 31, 2002 and 2001, along with
their classification, are as follows:



                                                  2001                       2002
                                        -------------------------  -------------------------
                                           ASSETS     LIABILITIES    ASSETS      LIABILITIES
                                        -----------   -----------  -----------   -----------
                                                                     
Installment contract revenues.........  $             $    53,637  $             $    58,872
Amounts not yet deducted for tax
  purposes:
  Bad debts...........................       48,543                     72,004
  Other...............................       12,050                     19,816
Amounts not yet deducted for book
  purposes:
  Deferred membership origination
     costs............................                     46,701                     48,951
  Depreciation and capitalized
     costs............................        1,500                      1,897
  Other, net..........................                     18,220                     26,915
Tax loss carryforwards................      176,186                    174,512
                                        -----------   -----------  -----------   -----------
                                            238,279   $   118,558      268,229   $   134,738
                                                      ===========                ===========
Valuation allowance...................      (75,963)                   (81,480)
                                        -----------                -----------
                                        $   162,316                $   186,749
                                        ===========                ===========
Current...............................  $    17,625   $    49,971  $    35,827   $    65,130
Long-term.............................      144,691        68,587      150,922        69,608
                                        -----------   -----------  -----------   -----------
                                        $   162,316   $   118,558  $   186,749   $   134,738
                                        ===========   ===========  ===========   ===========


         At December 31, 2002, estimated federal Alternative Minimum Tax ("AMT")
credits and tax loss carryforwards of $3,289 and $362,267, respectively, have
been recorded by the Company. The AMT credits can be carried forward
indefinitely, while the tax loss carryfowards expire beginning in 2011 through
2021. In addition, the Company has substantial state tax loss carryforwards
which began to expire in 2002 and fully expire through 2022. Based upon the
Company's past performance and the expiration dates of its carryfowards, the
ultimate realization of all of the Company's deferred tax assets cannot be
assured. Accordingly, a valuation allowance has been recorded to reduce deferred
tax assets to a level which, more likely than not, will be realized.

         In accordance with Statement of Financial Accounting Standards No. 109
Accounting for Income Taxes, the Company reviewed the likelihood of realizing
the future benefits of tax loss carryforwards. Based on consistent and growing
profitability, before special charges, over the past five years and reasonably
expected continuation of these trends, the Company reduced its tax valuation
allowance against net operating losses realized in prior periods by $4,000 and
$19,000 during 2002 and 2001, respectively. The adjustment in 2002 decreased the
income tax provision by $4,000, increasing net income. The adjustment in 2001
decreased the income tax provision by $15,000, increasing net income, and
increased paid-in-capital by $4,000. The increase to paid-in-capital was for the
tax benefit associated with the Company's stock option and stock purchase plans.
The Company will continue to review and evaluate the remaining valuation
allowance periodically.

                                      F-17


                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

         A reconciliation of the income tax benefit with amounts determined by
applying the U.S. statutory tax rate to income from continuing operations
before income taxes is as follows:



                                                      2000          2001         2002
                                                  ------------  ------------  -----------
                                                                     
Provision (benefit) at U.S. statutory tax rate
  (35%)........................................   $    20,863   $    24,198   $      291
Add (deduct):
  Benefit for change in valuation allowance....       (42,704)      (39,626)      (4,904)
  State income taxes, net of related federal
     income tax effect and valuation
     allowance.................................           822           813        1,037
  Amortization of cost in excess of acquired
     assets....................................         1,953         2,168
  Other, net...................................            66        (1,303)        (587)
                                                  -----------   -----------   ----------
Income tax benefit.............................   $   (19,000)  $   (13,750)  $   (4,163)
                                                  ===========   ===========   ==========


STOCKHOLDERS' EQUITY

         The Series A Junior Participating Preferred Stock, $.10 par value (the
"Series A Junior Stock"), if issued, will have a minimum preferential quarterly
dividend payment equal to the greater of (i) $1.00 per share and (ii) an amount
equal to 100 times the aggregate dividends declared per share of the Company's
common stock, par value $.01 per share, ("Common Stock") during the related
quarter. In the event of liquidation, the holders of the shares of Series A
Junior Stock will be entitled to a preferential liquidation payment equal to the
greater of (a) $100 per share and (b) an amount equal to 100 times the
liquidation payment made per share of Common Stock. Each share of Series A
Junior Stock will have 100 votes, voting together with the shares of Common
Stock. Finally, in the event of any merger, consolidation or other transaction
in which shares of Common Stock are exchanged, each share of Series A Junior
Stock will be entitled to receive 100 times the amount received per share of
Common Stock. These rights are protected by customary anti-dilution provisions.

         The Board of Directors of the Company adopted a stockholders rights
plan (the "Stockholder Rights Plan") and issued and distributed a stock purchase
right ("Right") for each share of Common Stock. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Junior Stock at a price of $40.00 per one one-hundredth of a share of
Series A Junior Stock, subject to adjustment (the "Purchase Price").

         The Rights are not exercisable or transferable apart from the Common
Stock until the occurrence of one of the following: (i) 10 days (or such later
date as may be determined by action of the Board of Directors of the Company
prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) after the date of public announcement that a person (other
than an Exempt Person, as defined below) or group of affiliated or associated
persons has acquired, or obtained the right to acquire, beneficial ownership of
10% or more of the Common Stock (15% for certain institutional holders) (an
"Acquiring Person"), or (ii) 10 days after the date of the commencement of a
tender offer or exchange offer by a person (other than an Exempt Person) or
group of affiliated or associated persons, the consummation of which would
result in beneficial ownership by such person or group of 20% or more of the
outstanding shares of Common Stock. "Exempt Persons" include the Company, any
subsidiary of the Company, employee benefit plans of the Company, and directors
of the Company on January 5, 1996 who were also officers of the Company and
Bally Entertainment Corporation.

         In the event that, at any time after a person or group of affiliated or
associated persons has become an Acquiring Person, (i) the Company consolidates
with or merges with or into any person and is not the surviving corporation,
(ii) any person merges with or into the Company and the Company is the surviving
corporation, but the shares of Common Stock are changed or exchanged, or (iii)
50% or more of the Company's assets or earning power are sold, each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then-current exercise price of the Right, that number of shares of Common
Stock (or under certain circumstances, an economically equivalent security or
securities) of such other person which at the time of such transaction would
have a market value of two times the exercise price of the Right. The

                                      F-18


                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

Rights, which do not have voting privileges, are subject to adjustment to
prevent dilution and expire on January 5, 2006. The Company may redeem or
exchange all, but not less than all, of the Rights at a price of $.01 per Right,
payable in cash or Common Stock, at any time prior to such time as a person or
group of affiliated or associated persons becomes an Acquiring Person.

         In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights that are or were owned beneficially by the
Acquiring Person (which, from and after the later of the Rights distribution
date and the date of the earliest of any such events, will be void), will
thereafter have the right to receive, upon exercise thereof at the then-current
exercise price of the Right, that number of shares of Common Stock (or, under
certain circumstances, an economically equivalent security or securities of the
Company) having a market value of two times the exercise price of the Right.

         At December 31, 2002, 7,473,158 shares of Common Stock were reserved
for future issuance (735,701 shares in connection with outstanding warrants and
6,737,457 shares in connection with certain stock plans).

WARRANTS AND STOCK TRANSACTIONS

         In July 1997, in connection with a $7,500 bridge loan provided to the
Company by an affiliate of an underwriter of the August 1997 public offering of
Common Stock, the Company issued warrants entitling the affiliate to acquire
250,000 shares of Common Stock at an exercise price of $10.05 per share. During
2002, these warrants were exercised, with net proceeds to the Company of
approximately $2,500.

         The Company issued warrants in 1996, which as of December 31, 2002,
were held by the former Chairman of the Board of Directors, President and Chief
Executive Officer of the Company, entitling him to acquire 735,701 shares of
Common Stock at an exercise price of $5.26 per share, subject to reduction of
the exercise price by a maximum of $1.00 per share based on the closing price of
Common Stock on the day immediately prior to exercise of the warrant. The
warrants expire December 31, 2007.

         In 2001, the Company sold 2,238,821 shares of common stock to the
public, and the Estate of Arthur M. Goldberg, the former Chairman of the
Company, exercised an outstanding warrant to purchase 2,207,104 shares of common
stock which were sold to the public. The Company received net proceeds from
these transactions of approximately $65,000, which was initially used to reduce
bank debt and subsequently to fund a portion of capital expenditures.

STOCK PLANS

         In January 1996, the Board of Directors of the Company adopted the 1996
Non-Employee Directors' Stock Option Plan (the "Directors' Plan"). The
Directors' Plan provides for the grant of non-qualified stock options to
non-employee directors of the Company.

         Initially, 100,000 shares of Common Stock were reserved for issuance
under the Directors' Plan and, at December 31, 2002, 30,000 shares of Common
Stock were available for future grant under the Directors' Plan. Stock options
may not be granted under the Directors' Plan after January 3, 2006.

         Pursuant to the Directors' Plan, non-employee directors of the Company
are granted an option to purchase 5,000 shares of Common Stock upon the
commencement of service on the Board of Directors, with another option to
purchase 5,000 shares of Common Stock granted on the second anniversary thereof.
Additional grants of options may be made from time to time pursuant to the
Directors' Plan. In September 2001 and December 2000, options to purchase 5,000
shares of Common Stock were granted to each non-employee director of the
Company. Options under the Directors' Plan are generally granted with an
exercise price equal to the fair market value of the Common Stock at the date of
grant. Option grants under the Directors'

                                      F-19


                     BALLY TOTAL FITNESS HOLDING CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

Plan become exercisable in three equal annual installments commencing one year
from the date of grant and have a 10-year term.

         Also in January 1996, the Board of Directors of the Company adopted the
1996 Long-Term Incentive Plan (the "Incentive Plan"). The Incentive Plan
provides for the grant of non-qualified stock options, incentive stock options
and compensatory restricted stock awards (collectively "Awards") to officers and
key employees of the Company. Initially, 2,100,000 shares of Common Stock were
reserved for issuance under the Incentive Plan. In November 1997, June 1999,
December 2000 and June 2002 the Incentive Plan was amended to increase the
aggregate number of shares of Common Stock that may be granted under the
Incentive Plan to an aggregate of 8,600,000 shares. At December 31, 2002,
2,803,979 shares of Common Stock were available for future grant under the
Incentive Plan. Awards may not be granted under the Incentive Plan after January
3, 2006.

         Pursuant to the Incentive Plan, non-qualified stock options are
generally granted with an exercise price equal to the fair market value of the
Common Stock at the date of grant. Incentive stock options must be granted at
not less than the fair market value of the Common Stock at the date of grant.
Option grants become exercisable at the discretion of the Compensation Committee
of the Board of Directors (the "Compensation Committee"), generally in three
equal annual installments commencing one year from the date of grant. Option
grants in 2002, 2001 and 2000 have 10-year terms.

         A summary of 2002, 2001 and 2000 stock option activity under the
Directors' Plan and Incentive Plan is as follows:



                                                                           NUMBER
                                                                          OF SHARES   WEIGHTED-    RANGE OF
                                                                         REPRESENTED   AVERAGE     EXERCISE
                                                                          BY OPTIONS    PRICE       PRICES
                                                                         -----------  ---------  -------------
                                                                                        
Outstanding at December 31, 1999 - 1,508,120 of which  were exercisable   2,931,096   $  17.97   $4.13 - 36.00

     Granted                                                                636,350      27.92   26.25 - 27.94
     Exercised                                                             (171,741)      9.15    4.13 - 18.50
     Forfeited                                                              (68,525)     25.24    4.13 - 36.00
                                                                          ---------
Outstanding at December 31, 2000 - 1,996,650 of which were exercisable    3,327,180      20.18    4.13 - 36.00

     Granted                                                                691,375      20.24   20.20 - 25.30
     Exercised                                                             (201,567)      9.41    4.13 - 24.38
     Forfeited                                                             (135,160)     16.89    4.13 - 36.00
                                                                          ---------
Outstanding at December 31, 2001 - 2,337,568 of which were exercisable    3,681,828      20.59    4.13 - 36.00

     Granted                                                                236,100      19.64   16.76 - 21.76
     Exercised                                                              (63,540)      7.69    4.13 - 18.50
     Forfeited                                                             (222,875)     25.08    4.13 - 36.00
                                                                          ---------
Outstanding at December 31, 2002 - 2,788,843 of which are exercisable     3,631,513      20.48    4.13 - 36.00
                                                                          =========


                                      F-20


                   BALLY TOTAL FITNESS HOLDING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
            (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

         A summary as of December 31, 2002, of options outstanding and options
exercisable is as follows:



                    Options outstanding                         Options  exercisable
- ----------------------------------------------------------  ---------------------------
                               Weighted-
                                average
                               remaining      Weighted-                    Weighted-
   Range of        Shares     contractual      average        Shares        average
exercise prices  outstanding  life (years)  exercise price  exercisable  exercise price
- ---------------  -----------  ------------  --------------  -----------  --------------
                                                          
$ 4.13 -  5.13      582,138        3.3        $     4.40       582,138     $     4.40
 12.00 - 18.50    1,004,047        5.6             17.46       904,047          17.54
 20.20 - 29.00    1,453,378        8.2             23.87       710,708          25.31
 32.94 - 36.00      591,950        6.6             33.10       591,950          33.10
- --------------    ---------                                  ---------
$ 4.13 - 36.00    3,631,513        6.4             20.48     2,788,843          20.08
==============    =========                                  =========


         The Company has elected to follow APB No. 25, and related
Interpretations in accounting for its stock options because, as discussed below,
the alternative fair value accounting provided for under SFAS No. 123 requires
use of option valuation models that were not developed for use in valuing stock
options. Under APB No. 25, because the exercise price of the Company's stock
options equals the market price of the Common Stock on the date of grant, no
compensation expense is recognized.

         Had compensation cost been determined for the Company's stock option
portion of the plans based on the fair value at the grant dates for awards under
those plans consistent with the alternative method set forth under SFAS No. 123,
the Company's pro forma net income (loss) would be:



                                                          2000         2001         2002
                                                       -----------  -----------  ----------
                                                                        
Net income, before stock-based compensation
  expense...........................................   $   78,610   $   80,707   $   4,454
  Stock-based compensation expense..................                                  (926)
                                                       ----------   ----------   ---------
Net income, as reported.............................       78,610       80,707       3,528
  Less: stock-based compensation expense determined
     under fair value based method..................       (4,634)      (5,328)     (5,357)
                                                       ----------   ----------   ---------
Pro forma net income (loss).........................   $   73,976   $   75,379   $  (1,829)
                                                       ==========   ==========   =========
Basic earnings (loss) per common share
  As reported.......................................   $     3.29   $     2.91   $    0.11
  Pro forma.........................................         3.10         2.72       (0.06)
Diluted earnings (loss) per common share
  As reported.......................................         2.84         2.70        0.11
  Pro forma.........................................         2.68         2.53       (0.06)
Weighted-average fair value of options granted......        12.80        10.46        9.93


         The fair value for the stock options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted-average
assumptions for 2002, 2001 and 2000: risk-free interest rate of 2.63%, 4.58% and
5.07%, respectively; no dividend yield; volatility factor of the expected market
price of the common stock of 0.575, 0.543 and 0.445, respectively; and a
weighted-average expected life of the options of five years.

         The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because the Company's stock options have

                                      F-21


                   BALLY TOTAL FITNESS HOLDING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
            (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its stock
options.

         Pursuant to the Incentive Plan, restricted stock awards are rights
granted to an employee to receive shares of stock without payment but subject to
forfeiture and other restrictions as set forth in the Incentive Plan. Generally,
the restricted stock awarded, and the right to vote such stock or to receive
dividends thereon, may not be sold, exchanged or otherwise disposed of during
the restricted period. Except as otherwise determined by the Compensation
Committee, the restrictions and risks of forfeiture will lapse in three equal
annual installments commencing one year after the date of grant.

         In 2002, 2001 and 2000, the Compensation Committee awarded 135,000
shares, 355,000 shares and 125,000 shares, respectively, of restricted Common
Stock to certain key executives of the Company. These shares were issued in the
employee's name and are held by the Company until the restrictions lapse. The
restrictions on these shares lapse upon a change in control of the Company, the
employee's death, termination of employment due to disability or the first date
prior to December 31, 2005 which follows seven consecutive trading days on which
the trading price equals or exceeds the targeted stock price of $42 per share.
Upon the retirement of our former CEO in December 2002, we recognized $926 of
compensation expense relating to the conversion of 135,000 shares of restricted
stock at a market price of $6.87 per share. Unearned compensation of $25,509 is
included in stockholders' equity for the remaining unvested shares.

         In November 1997, the Board of Directors of the Company adopted the
Bally Total Fitness Holding Corporation Employee Stock Purchase Plan (the "Stock
Purchase Plan"). The Stock Purchase Plan provides for the purchase of Common
Stock by eligible employees (as defined) electing to participate in the plan.
The stock can generally be purchased semi-annually at a price equal to the
lesser of: (i) 95% of the fair market value of the Common Stock on the date when
a particular offering commences or (ii) 95% of the fair market value of the
Common Stock on the date when a particular offering expires. For each offering
made under the Stock Purchase Plan, each eligible employee electing to
participate in the Stock Purchase Plan will automatically be granted shares of
Common Stock equal to the number of full shares which may be purchased from the
employee's elected payroll deduction, with a maximum payroll deduction equal to
10% of eligible compensation, as defined. The first offering under the Stock
Purchase Plan commenced on January 1, 1998 and expired on March 31, 1998.
Thereafter, offerings commence on each April 1 and October 1 and expire on the
following September 30 and March 31, respectively, until the Stock Purchase Plan
is terminated or no additional shares are available for purchase. In December
2002, an additional 250,000 shares were reserved for future issuance. At
December 31, 2002, 271,965 shares of Common Stock were available for future
purchases under the Stock Purchase Plan. Pursuant to APB No. 25, no expense was
recorded by the Company in connection with this plan.

SAVINGS PLANS

         The Company sponsors several defined contribution plans that provide
retirement benefits for certain full-time employees. Eligible employees may
elect to participate by contributing a percentage of their pre-tax earnings to
the plans. Employee contributions to the plans, up to certain limits, are
matched in various percentages by the Company. The Company's matching
contributions related to the plans totaled $1,602, $1,631 and $1,579 for 2002,
2001 and 2000, respectively.

COMMITMENTS AND CONTINGENCIES

Operating Leases

         The Company leases various fitness center facilities, office
facilities, and equipment under operating leases expiring in periods ranging
from one to 25 years, excluding optional renewal periods. Certain leases contain
contingent rental provisions generally related to cost-of-living criteria or
revenues of the respective fitness centers. Rent expense under operating leases
was $129,249, $114,092 and $107,917 for 2002, 2001 and 2000, respectively.

                                      F-22


                   BALLY TOTAL FITNESS HOLDING CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
            (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

         Minimum future rent payments under long-term noncancellable operating
leases in effect as of December 31, 2002, exclusive of taxes, insurance, other
expenses payable directly by the Company and contingent rent, are $136,767,
$138,513, $134,803, $126,521 and $113,484 for 2003 through 2007, respectively,
and $568,176 thereafter.

Litigation

         The Company is involved in various claims and lawsuits incidental to
its business, including claims arising from accidents at its fitness centers. In
the opinion of management, the Company is adequately insured against such claims
and lawsuits, and any ultimate liability arising out of such claims and lawsuits
will not have a material adverse effect on the financial condition or results of
operations of the Company. In addition, from time to time, customer complaints
are investigated by governmental bodies. In the opinion of management, none of
the complaints or investigations currently pending will have a material adverse
effect on our financial condition or results of operations.

Other

         The Company guarantees the lease on one fitness center, as part of a
joint venture with Holmes Place, Plc. The lease has a 15 year term which began
in May 2002, with current annual rental (subject to escalation) of $600.

SUBSEQUENT EVENTS

         In the second quarter of 2003, the Company changed its accounting
method (effective January 1, 2003) for the recognition of recoveries of unpaid
dues on inactive membership contracts from accrual-based estimations to a cash
basis of recognition, which is considered a preferable method of accounting for
such past due amounts since it is less reliant on estimations. The effect of
this change was a cumulative non-cash charge of $15,414 (net of tax effect of
$4,868) or $.47 per diluted share.

         The Company also reported as discontinued operations an internet-based
start-up company which was liquidated in the second quarter of 2003. The loss
from discontinued operations (net of tax) was $2,181 and 1,467 in 2001 and 2002,
respectively.

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

         The following tables present the condensed consolidating balance sheet
at December 31, 2002 and 2001, and the condensed consolidating statements of
income and cash flows for the three years ended December 31, 2002, 2001 and
2000. The condensed consolidating financial statements present the accounts of
Bally Total Fitness Holding Corporation ("Parent"), and its Guarantor and
Non-Guarantor subsidiaries, as defined in the indenture to the Bally Total
Fitness Holding Corporation 10 1/2% Senior Notes due 2011 ("the Notes") issued
in July 2003. The Notes are unconditionally guaranteed, on a joint and several
basis, by the Guarantor subsidiaries including substantially all domestic
subsidiaries of Bally Total Fitness Holding Corporation. Non-Guarantor
subsidiaries include H & T Receivable Funding Corporation, Bally ARA
Corporation, Lincoln Indemnity Company, Bally Matrix Fitness Centre Ltd., BTF
Cincinnati Corporation, Bally Real Estate I, LLC, Bally Real Estate II, LLC,
Bally Real Estate III, LLC, Bally Real Estate IV, LLC, BTFCC, Inc., BSPS, LLC,
BTF Canada Corporation, BTF Europe Corporation, BTFF Corporation, BTF
Indianapolis Corporation, BTF Minneapolis Corporation, BTF PA Corporation, BTF
PA LLC and Efit.COM Incorporated.

                                      F-23


                 BALLY TOTAL FITNESS HOLDING CORPORATION

                  CONDENSED CONSOLIDATING BALANCE SHEET



                                                                        DECEMBER 31, 2002
                                         -------------------------------------------------------------------------------
                                                         GUARANTOR      NON-GUARANTOR                      CONSOLIDATED
                                            PARENT      SUBSIDIARIES     SUBSIDIARIES    ELIMINATIONS         TOTAL
                                         ------------   -------------   -------------  ---------------    --------------
                                                                          (IN THOUSANDS)
                                                                                           
ASSETS
Current assets:
  Cash and equivalents................   $         --   $       9,198   $      3,709   $            --    $       12,907
  Installment contracts
    receivable, net...................             --           2,416        269,115                --           271,531
  Other current assets................             --          91,073          1,691                --            92,764
                                         ------------   -------------   ------------   ---------------    --------------
    Total current assets..............             --         102,687        274,515                --           377,202
Installment contracts
  receivable, net.....................             --           2,230        248,844                --           251,074
Net property and equipment,
  at cost.............................             --         613,142         44,397                --           657,539
Goodwill..............................         31,390         187,762         23,702                --           242,854
Trademarks............................          6,767             202             --                --             6,969
Intangible assets, net................             --           2,786             --                --             2,786
Deferred income taxes.................             --          81,314             --                --            81,314
Deferred membership
  origination costs...................             --         117,832          1,652                --           119,484
Investment in and advances
  to subsidiaries.....................      1,025,011         219,730             --        (1,244,741)               --
Other assets..........................          8,024           5,950         18,678                --            32,652
                                         ------------   -------------   ------------   ---------------    --------------
                                         $  1,071,192   $   1,333,635   $    611,788   $    (1,244,741)   $    1,771,874
                                         ============   =============   ============   ===============    ==============
LIABILITIES AND
  STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable....................   $         --   $      51,264   $        488   $            --    $       51,752
  Income taxes payable................             --           1,493              4                --             1,497
  Deferred income taxes...............             --          28,252          1,051                --            29,303
  Accrued liabilities.................         13,832          72,336          1,515                --            87,683
  Current maturities of
    long-term debt....................         21,675           4,285          2,944                --            28,904
  Deferred revenues...................             --         267,317          3,714                --           271,031
                                         ------------   -------------   ------------   ---------------    --------------
    Total current
      liabilities.....................         35,507         424,947          9,716                --           470,170
Long-term debt, less current
  maturities..........................        506,209          19,148        172,493                --           697,850
Net affiliate payable.................             --         621,526        258,703          (880,229)               --
Other liabilities.....................             --          10,185            504                --            10,689
Deferred revenues.....................             --          62,761            928                --            63,689
Stockholders' equity..................        529,476         195,068        169,444          (364,512)          529,476
                                         ------------   -------------   ------------   ---------------    --------------
                                         $  1,071,192   $   1,333,635   $    611,788   $    (1,244,741)   $    1,771,874
                                         ============   =============   ============   ===============    ==============


                                      F-24



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME



                                                                      YEAR ENDED DECEMBER 31, 2002
                                             ------------------------------------------------------------------------------
                                                             GUARANTOR      NON-GUARANTOR                    CONSOLIDATED
                                                PARENT      SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS        TOTAL
                                             ------------  --------------   ------------    --------------  ---------------
                                                                             (IN THOUSANDS)
                                                                                             
Net revenues:
  Membership revenue.....................    $        --   $      704,249   $    26,340     $          --   $      730,589
  Products and services..................             --          211,531         6,136                --          217,667
  Miscellaneous revenue..................             --           18,161         1,461                --           19,622
                                             -----------   --------------   -----------     -------------   --------------
                                                      --          933,941        33,937                --          967,878
  Special charge to membership
     receivable reserve..................             --          (55,000)           --                --          (55,000)
                                             -----------   --------------   -----------     -------------   --------------
                                                      --          878,941        33,937                --          912,878
Operating costs and expenses:
  Fitness center operations..............             --          536,956        20,793                --          557,749
  Products and services..................             --          136,958         4,612                --          141,570
  Member processing and
     collection centers..................             --           27,378        17,962                --           45,340
  Advertising............................             --           54,050         1,497                --           55,547
  General and administrative.............          4,146           26,257         1,601                --           32,004
  Special charges........................          7,330            9,897            --                --           17,227
  Depreciation and amortization..........             --           71,912         2,434                --           74,346
                                             -----------   --------------   -----------     -------------   --------------
                                                  11,476          863,408        48,899                --          923,783
                                             -----------   --------------   -----------     -------------   --------------
Operating income (loss)..................        (11,476)          15,533       (14,962)               --          (10,905)
Equity in net income of subsidiaries.....         47,834               --            --           (47,834)              --
Finance charges earned...................             --              610        67,161                --           67,771
Interest expense.........................        (43,223)          (2,109)      (10,136)               --          (55,468)
Other, net...............................             --               25          (591)               --             (566)
                                             -----------   --------------   -----------     -------------   --------------
                                                   4,611           (1,474)       56,434           (47,834)          11,737
                                             -----------   --------------   -----------     -------------   --------------
Income from continuing operations
  before income taxes....................         (6,865)          14,059        41,472           (47,834)             832
Income tax benefit (provision)...........         10,393            1,668        (7,898)               --            4,163
                                             -----------   --------------   -----------     -------------   --------------
Income from continuing operations........          3,528           15,727        33,574           (47,834)           4,995
Loss from discontinued operations
  (net of tax benefit of $354)...........             --               --        (1,467)               --           (1,467)
                                             -----------   --------------   ------------    -------------   --------------

Net income...............................    $     3,528   $       15,727   $    32,107     $     (47,834)  $        3,528
                                             ===========   ==============   ===========     =============   ==============


                                      F-25



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



                                                                      YEAR ENDED DECEMBER 31, 2002
                                               ------------------------------------------------------------------------
                                                               GUARANTOR     NON-GUARANTOR                 CONSOLIDATED
                                                  PARENT      SUBSIDIARIES    SUBSIDIARIES  ELIMINATIONS      TOTAL
                                               ------------   ------------   -------------  ------------   ------------
                                                                            (IN THOUSANDS)
                                                                                            
OPERATING:
  Net income.................................  $      3,528   $     15,727   $     32,107   $    (47,834)  $     3,528
  Adjustments to reconcile to cash
    provided--
    Depreciation and amortization,
      including amortization
      included in interest
      expense................................         2,217         72,231          3,788             --        78,236
    Stock-based compensation.................           926             --             --             --           926
    Changes in operating assets and
      liabilities............................         6,143        (37,640)         2,308             --       (29,189)
                                               ------------   ------------   ------------   ------------   -----------
    Cash provided by operating
      activities.............................        12,814         50,318         38,203        (47,834)       53,501
INVESTING:
  Purchases and construction of
    property and equipment...................            --        (64,827)       (10,313)            --       (75,140)
  Purchases of real estate...................            --        (11,510)            --             --       (11,510)
  Acquisitions of businesses and
    other....................................                       (4,212)        (2,398)                      (6,610)
  Investment in and advances to
    subsidiaries.............................       (41,706)            --             --         41,706            --
                                               ------------   ------------   ------------   ------------   -----------
    Cash used in investing
      activities.............................       (41,706)       (80,549)       (12,711)        41,706       (93,260)
FINANCING:
  Debt transactions--
    Net borrowings under revolving
      credit agreement.......................        31,500             --             --             --        31,500
    Net borrowings (repayments) of
      other long-term debt...................        (5,107)       (10,520)        25,555             --         9,928
    Change in affiliate payable..............            --         41,514        (47,642)         6,128            --
    Debt issuance and refinancing
      costs..................................          (934)            --           (571)            --        (1,505)
                                               ------------   ------------   ------------   ------------   -----------
      Cash provided by (used in)
         debt transactions...................        25,459         30,994        (22,658)         6,128        39,923
Equity transactions--
  Proceeds from exercise of warrants.........         2,513             --             --             --         2,513
  Proceeds from issuance of common
    stock under stock purchase and
    option plans.............................         1,780             --             --             --         1,780
  Purchases of common stock for
    treasury.................................          (860)            --             --             --          (860)
                                               ------------   ------------   ------------   ------------   -----------
      Cash provided by (used in)
         financing activities................        28,892         30,994        (22,658)         6,128        43,356
                                               ------------   ------------   ------------   ------------   -----------
Increase in cash and equivalents.............            --            763          2,834             --         3,597
Cash and equivalents, beginning of
  year.......................................            --          8,435            875             --         9,310
                                               ------------   ------------   ------------   ------------   -----------
Cash and equivalents, end of year............  $         --   $      9,198   $      3,709   $         --   $    12,907
                                               ============   ============   ============   ============   ===========


                                      F-26


                     BALLY TOTAL FITNESS HOLDING CORPORATION

                      CONDENSED CONSOLIDATING BALANCE SHEET



                                                            DECEMBER 31, 2001
                                 --------------------------------------------------------------------------
                                                  GUARANTOR    NON-GUARANTOR                   CONSOLIDATED
                                     PARENT      SUBSIDIARIES  SUBSIDIARIES     ELIMINATIONS       TOTAL
                                 -----------    -------------  ------------     ------------   ------------
                                                                (IN THOUSANDS)
                                                                                
ASSETS
Current assets:
  Cash and equivalents.........  $        --    $     8,435      $     875     $         --     $     9,310
  Installment contracts
    receivable, net............           --          2,643        251,769               --         254,412
  Other current assets.........           --         97,134          1,964               --          99,098
                                 -----------    -----------      ---------     ------------     -----------
    Total current assets.......           --        108,212        254,608               --         362,820
Installment contracts
  receivable, net..............           --          2,863        270,744               --         273,607
Net property and equipment, at
  cost.........................           --        592,040         36,594               --         628,634
Goodwill.......................       31,390        172,145         23,166               --         226,701
Trademarks.....................        6,767            202             --               --           6,969
Intangible assets, net.........           --          3,367             --               --           3,367
Deferred income taxes..........           --         76,104             --               --          76,104
Deferred membership
  origination costs............           --        111,472          1,487               --         112,959
Investment in and advances to
  subsidiaries.................      974,450        216,140             --       (1,190,590)             --
Other assets...................        9,282          7,939          8,508               --          25,729
                                 -----------    -----------      ---------     ------------     -----------
                                 $ 1,021,889    $ 1,290,484      $ 595,107     $ (1,190,590)    $ 1,716,890
                                 ===========    ===========      =========     ============     ===========
LIABILITIES AND
  STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable.............  $        --    $    50,042      $     429     $         --     $    50,471
  Income taxes payable.........           --          2,027            (53)              --           1,974
  Deferred income taxes........           --         31,198          1,148               --          32,346
  Accrued liabilities..........        7,664         66,371          1,274               --          75,309
  Current maturities of long-
    term debt..................       18,894          3,567          2,841               --          25,302
  Deferred revenues............           --        291,093          3,837               --         294,930
                                 -----------    -----------      ---------     ------------     -----------
    Total current
      liabilities..............       26,558        444,298          9,476               --         480,332
Long-term debt, less current
  maturities...................      482,597         16,792        140,480               --         639,869
Net affiliate payable..........           --        567,567        307,965         (875,532)             --
Other liabilities..............           --         12,045            510               --          12,555
Deferred revenues..............           --         70,441            959               --          71,400
Stockholders' equity...........      512,734        179,341        135,717         (315,058)        512,734
                                 -----------    -----------      ---------     ------------     -----------
                                 $ 1,021,889    $ 1,290,484      $ 595,107     $ (1,190,590)    $ 1,716,890
                                 ===========    ===========      =========     ============     ===========


                                      F-27



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME



                                                        YEAR ENDED DECEMBER 31, 2001
                                      -------------------------------------------------------------------
                                                   GUARANTOR    NON-GUARANTOR                CONSOLIDATED
                                        PARENT    SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS      TOTAL
                                      ---------   ------------  -------------  ------------  ------------
                                                                (IN THOUSANDS)
                                                                              
Net revenues
  Membership revenue ..............   $      --    $ 666,144      $  23,403      $      --    $ 689,547
  Products and services ...........          --      140,193          4,733             --      144,926
  Miscellaneous revenue ...........          --       13,200          3,831             --       17,031
                                      ---------    ---------      ---------      ---------    ---------
                                             --      819,537         31,967             --      851,504
Operating costs and expenses:
  Fitness center operations .......          --      475,256         21,681             --      496,937
  Products and services ...........          --       87,765          3,611             --       91,376
  Member processing and
     collection centers ...........          --       20,301         22,003             --       42,304
  Advertising .....................          --       52,447          1,548             --       53,995
  General and administrative.......       4,111       23,130             50             --       27,291
  Special charges .................          --        6,700             --             --        6,700
  Depreciation and amortization ...       1,949       68,064          2,911             --       72,924
                                      ---------    ---------      ---------      ---------    ---------
                                          6,060      733,663         51,804             --      791,527
                                      ---------    ---------      ---------      ---------    ---------
Operating income (loss) ...........      (6,060)      85,874        (19,837)            --       59,977
Equity in net income of
  subsidiaries ....................     127,997           --             --       (127,997)          --
Finance charges earned ............          --          673         66,585             --       67,258
Interest expense ..................     (41,230)      (2,036)       (15,582)            --      (58,848)
Other, net ........................          --          425            326             --          751
                                      ---------    ---------      ---------      ---------    ---------
                                         86,767         (938)        51,329       (127,997)       9,161
                                      ---------    ---------      ---------      ---------    ---------
Income from continuing operations
  before income tax ...............      80,707       84,936         31,492       (127,997)      69,138

Income tax benefit (provision).....          --       14,905         (1,155)            --       13,750
                                      ---------    ---------      ---------      ---------    ---------
Income from continuing operations..      80,707       99,841         30,337       (127,997)      82,888
Loss from discontinued operations..          --           --         (2,181)            --       (2,181)
                                      ---------    ---------      ---------      ---------    ---------
Net income ........................   $  80,707    $  99,841      $  28,156      $(127,997)   $  80,707
                                      =========    =========      =========      =========    =========


                                      F-28



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



                                                              YEAR ENDED DECEMBER 31, 2001
                                          ---------------------------------------------------------------------
                                                           GUARANTOR   NON-GUARANTOR               CONSOLIDATED
                                            PARENT       SUBSIDIARIES  SUBSIDIARIES  ELIMINATIONS      TOTAL
                                          ----------     ------------  ------------  ------------  ------------
                                                                       (IN THOUSANDS)
                                                                                    
OPERATING:
  Net income..........................    $   80,707      $  99,841     $  28,156    $ (127,997)   $   80,707
  Adjustments to reconcile to cash
    provided--
    Depreciation and amortization,
      including amortization included
      in interest expense.............         3,879         68,265         4,721            --        76,865
    Changes in operating assets and
      liabilities.....................         2,500        (69,247)       10,947            --       (55,800)
                                          ----------      ---------     ---------    ----------    ----------
    Cash provided by operating
      activities......................        87,086         98,859        43,824      (127,997)      101,772
INVESTING:
  Purchases and construction of
    property and equipment............            --        (85,782)       (5,389)           --       (91,171)
  Acquisitions of businesses and
    other.............................            --        (24,994)       (5,698)           --       (30,692)
  Investment in and advances to
    subsidiaries......................      (172,126)            --            --       172,126            --
                                          ----------      ---------     ---------    ----------    ----------
    Cash used in investing
      activities......................      (172,126)      (110,776)      (11,087)      172,126      (121,863)
FINANCING:
  Debt transactions--
    Net repayments under revolving
      credit agreement................       (51,500)            --            --            --       (51,500)
    Net borrowings (repayments) of
      other long-term debt............        70,401        (27,152)      (39,145)           --         4,104
    Change in affiliate payable.......            --         37,674         6,455       (44,129)           --
    Debt issuance and refinancing
      costs...........................        (2,153)            --        (2,416)           --        (4,569)
                                          ----------      ---------     ---------    ----------    ----------
      Cash provided by (used in)debt
         transactions.................        16,748         10,522       (35,106)      (44,129)      (51,965)
  Equity transactions--
    Proceeds from sale of common
      stock...........................        53,827             --            --            --        53,827
    Proceeds from exercise of
      warrants........................        11,609             --            --            --        11,609
    Proceeds from issuance of common
      stock under stock purchase and
      option plans....................         2,856             --            --            --         2,856
                                          ----------      ---------     ---------    ----------    ----------
      Cash provided by (used in)
         financing activities.........        85,040         10,522       (35,106)      (44,129)       16,327
                                          ----------      ---------     ---------    ----------    ----------
Decrease in cash and equivalents......            --         (1,395)       (2,369)           --        (3,764)
Cash and equivalents, beginning of
  year................................            --          9,830         3,244            --        13,074
                                          ----------      ---------     ---------    ----------    ----------
Cash and equivalents, end of year.....    $       --      $   8,435     $     875    $       --    $    9,310
                                          ==========      =========     =========    ==========    ==========


                                      F-29



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME



                                                  YEAR ENDED DECEMBER 31, 2000
                              -----------------------------------------------------------------------
                                            GUARANTOR     NON-GUARANTOR                  CONSOLIDATED
                                PARENT     SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS      TOTAL
                              ----------   ------------   ------------    ------------   ------------
                                                          (IN THOUSANDS)
                                                                          
Net revenues:
  Membership revenue........  $       --    $ 636,677       $  22,602      $       --     $ 659,279
  Products and services.....          --      107,875           2,994              --       110,869
  Miscellaneous revenue.....          --       14,573           1,141              --        15,714
                              ----------    ---------       ---------      ----------     ---------
                                      --      759,125          26,737              --       785,862
Operating costs and
  expenses:
  Fitness center operations.          --      449,176          17,526              --       466,702
  Products and services.....          --       69,347           2,369              --        71,716
  Member processing and
     collection centers.....          --       13,918          29,568              --        43,486
  Advertising...............          --       50,330           1,113              --        51,443
  General and
     administrative.........       4,322       24,595              47              --        28,964
  Special charges...........          --        1,420           5,080              --         6,500
  Depreciation and
     amortization...........       1,800       60,361           3,444              --        65,605
                              ----------    ---------       ---------      ----------     ---------
                                   6,122      669,147          59,147              --       734,416
                              ----------    ---------       ---------      ----------     ---------
Operating income (loss).....      (6,122)      89,978         (32,410)             --        51,446
Equity in net income of
  subsidiaries..............     126,945           --              --        (126,945)           --
Finance charges earned......          --          411          68,051              --        68,462
Interest expense............     (42,213)      (2,001)        (17,844)             --       (62,058)
Other, net..................          --          644           1,116              --         1,760
                              ----------    ---------       ---------      ----------     ---------
                                  84,732         (946)         51,323        (126,945)        8,164
                              ----------    ---------       ---------      ----------     ---------
Income before income taxes..      78,610       89,032          18,913        (126,945)       59,610
Income tax benefit
  (provision)...............          --       20,084          (1,084)             --        19,000
                              ----------    ---------       ---------      ----------     ---------
Net income..................  $   78,610    $ 109,116       $  17,829      $ (126,945)    $  78,610
                              ==========    =========       =========      ==========     =========


                                      F-30



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



                                                             YEAR ENDED DECEMBER 31, 2000
                                        -------------------------------------------------------------------------
                                                       GUARANTOR     NON-GUARANTOR                   CONSOLIDATED
                                          PARENT     SUBSIDIARIES     SUBSIDIARIES    ELIMINATIONS      TOTAL
                                        ----------   ------------    -------------    ------------   ------------
                                                                     (IN THOUSANDS)
                                                                                      
OPERATING:
  Net income..........................  $   78,610    $ 109,116       $  17,829       $ (126,945)     $   78,610
  Adjustments to reconcile to cash
    provided--
    Depreciation and amortization,
      including amortization
      included in interest
      expense.........................       3,734       60,592           5,055               --          69,381
    Changes in operating assets and
      liabilities.....................      (2,299)     (40,677)        (55,848)              --         (98,824)
                                        ----------    ---------       ---------       ----------      ----------
    Cash provided by (used in)
      operating activities............      80,045      129,031         (32,964)        (126,945)         49,167
INVESTING:
  Purchases and construction of
    property and equipment............          --      (99,295)         (5,444)              --        (104,739)
  Purchases of real estate............          --       (3,655)             --               --          (3,655)
  Acquisitions of businesses and
    other.............................          --       (4,066)             --               --          (4,066)
  Investment in and advances to
    subsidiaries......................    (166,219)      (2,822)             --          169,041              --
                                        ----------    ---------       ---------       ----------      ----------
    Cash used in investing
      activities......................    (166,219)    (109,838)         (5,444)         169,041        (112,460)
FINANCING:
  Debt transactions--
    Net borrowings under revolving
      credit agreement................      69,500           --              --               --          69,500
    Net borrowings (repayments) of
      other long-term debt............      14,596      (30,648)         (2,609)              --         (18,661)
      Change in affiliate payable.....          --           --          42,096          (42,096)             --
                                        ----------    ---------       ---------       ----------      ----------
      Cash provided by (used in)
         debt transactions............      84,096      (30,648)         39,487          (42,096)         50,839
  Equity transactions--
    Proceeds from issuance of common
      stock under stock purchase and
      option plans....................       2,078           --              --               --           2,078
                                        ----------    ---------       ---------       ----------      ----------
      Cash provided by (used in)
         financing activities.........      86,174      (30,648)         39,487          (42,096)         52,917
                                        ----------    ---------       ---------       ----------      ----------
Increase (decrease) in cash and
  equivalents.........................          --      (11,455)          1,079               --         (10,376)
Cash and equivalents, beginning of
  year................................          --       21,285           2,165               --          23,450
                                        ----------    ---------       ---------       ----------      ----------
Cash and equivalents, end of year.....  $       --    $   9,830       $   3,244       $       --      $   13,074
                                        ==========    =========       =========       ==========      ==========


                                      F-31

                     BALLY TOTAL FITNESS HOLDING CORPORATION
            QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)



                                                                               QUARTER ENDED
                                               --------------------------------------------------------------------------------
                                                   MARCH 31            JUNE 30           SEPTEMBER 30          DECEMBER 31
                                               ----------------    -----------------    ----------------     ------------------
                                               2002       2001      2002       2001      2002      2001        2002       2001
                                               -----    -------    ------    -------    ------     -----     -------     ------
                                                                    (In millions, except per share data)

                                                                                                 
Net revenues                                  $240.4     $213.7     $246.3   $216.4     $243.1    $209.7     $183.1     $211.7

Operating income (loss)                         17.3       17.2      17.6      17.4        7.5      10.1      (53.3)      15.3

Income (loss) from continuing
   operations                                   19.8       19.0      16.4      19.9        7.6      27.2      (38.8)      16.8

Loss from discontinued operations               (0.4)      (0.3)     (0.3)     (0.7)      (0.4)     (0.7)      (0.3)      (0.5)

Net income (loss)                               19.4       18.7      16.1      19.2        7.2      26.5      (39.2)      16.3

Basic earnings (loss) per
 common share:
 Income (loss) from continuing
   operations                                  $ 0.62    $   .76    $ 0.51    $  .69    $  0.23    $  .95    $ (1.20)   $   .59
 Loss from discontinued operations              (0.01)     (0.01)    (0.01)    (0.02)     (0.01)    (0.03)     (0.01)     (0.02)
                                               ------    -------    ------    ------    -------    ------    -------    -------
 Net income (loss) per common share            $ 0.61    $  0.75    $ 0.50    $ 0.67    $  0.22    $ 0.92    $ (1.21)   $  0.57
                                               ======    =======    ======    ======    =======    ======    =======    =======

Diluted earnings (loss) per
 common share:
 Income (loss) from continuing
   operations                                  $ 0.60    $  0.66    $ 0.49    $ 0.65    $  0.23    $ 0.90    $ (1.20)   $  0.56
 Loss from discontinued operations              (0.01)     (0.01)    (0.01)    (0.02)     (0.01)    (0.02)     (0.01)     (0.02)
                                               ------    -------    ------    ------    -------    ------    -------    -------
 Net income (loss) per common share            $ 0.59    $  0.65    $ 0.48    $ 0.63    $  0.22    $ 0.88    $ (1.21)   $  0.54
                                               ======    =======    ======    ======    =======    ======    =======    =======

Pro forma amounts, assuming the
  new accounting principle is
  applied retroactively:
   Income (loss) from continuing
     operations                                $21.7     $ 17.9     $16.7     $18.9     $  7.2     $26.2     $(39.2)    $ 15.8
   Net income (loss)                            21.3       17.6      16.4      18.2        6.8      25.5      (39.5)      15.3
   Basic net income (loss) per
     common share                               0.67       0.71      0.51      0.64       0.21      0.89      (1.22)      0.53
   Diluted net income (loss) per
     common share                               0.65       0.61      0.49      0.60       0.21      0.84      (1.22)      0.51



1.   In the fourth quarter of 2002, we recorded a pretax non-cash charge of $55
     million ($1.29 per diluted share), which was netted against net revenues to
     strengthen our installment contracts receivable reserves. Upon the
     retirement of our former CEO in December 2002, a fourth quarter 2002
     special charge of $7.3 million ($.17 per diluted share) was recorded to
     provide for amounts due pursuant to a separation agreement. Also in the
     fourth quarter, we recorded a $3.4 ($.08 per diluted share) million write
     down of inventory to recognize inventory shortages discovered upon
     installation of a more sophisticated in-club computer system. During the
     third quarter of 2002, we recorded a special charge of $6.5 million ($.15
     per diluted share) to settle a class action lawsuit arising in the early
     1990's. In the first quarter of 2002, we reduced our tax valuation
     allowance against net operating losses realized in prior periods by $4
     million. This adjustment decreased the income tax provision, increasing net
     income.

2.   In the third quarter of 2001, the Company recorded a net benefit of special
     items of $8.3 million ($.27 per diluted share) to record special charges
     primarily related to the September 11th tragedy and a one-time markdown of
     retail apparel, offset by a reduction of a tax valuation allowance as a
     result of continued improved operating results and trends.

3.   In the second quarter of 2003, the Company changed its accounting method
     (effective January 1, 2003) for the recognition of recoveries of unpaid
     dues on inactive membership contracts from accrual-based estimations to a
     cash basis of recognition, which is considered a preferable method of
     accounting for such past due amounts since it is less reliant on
     estimations. The quarterly information is shown above on a pro forma basis.

4.    The Company's operations are subject to seasonal factors.


                                      F-32


                     BALLY TOTAL FITNESS HOLDING CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (In thousands)
                                   (Unaudited)



                                                                     JUNE 30
                                                                      2003
                                                                   -----------
                        ASSETS
                                                                
Current assets:
   Cash and equivalents                                            $    16,482
   Installment contracts receivable, net                               288,062
   Other current assets                                                 72,618
                                                                   -----------
      Total current assets                                             377,162

Installment contracts receivable, net                                  249,813
Property and equipment, less accumulated depreciation
   and amortization of $570,768 and $538,613                           643,054
Goodwill                                                               242,126
Trademarks                                                               6,969
Intangible assets, less accumulated
   amortization of $9,731 and $9,453                                     2,508
Deferred income taxes                                                   81,431
Deferred membership origination costs                                  118,481
Other assets                                                            31,036
                                                                   -----------
                                                                   $ 1,752,580
                                                                   ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                $    56,018
   Income taxes payable                                                  2,349
   Deferred income taxes                                                28,450
   Accrued liabilities                                                  90,562
   Current maturities of long-term debt                                 27,978
   Deferred revenues                                                   253,267
                                                                   -----------
      Total current liabilities                                        458,624

Long-term debt, less current maturities                                695,672
Other liabilities                                                       10,923
Deferred revenues                                                       55,499
Stockholders' equity                                                   531,862
                                                                   -----------
                                                                   $ 1,752,580
                                                                   ===========


                             See accompanying notes.

                                      F-33



                     BALLY TOTAL FITNESS HOLDING CORPORATION
                        CONSOLIDATED STATEMENT OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)



                                                                                         THREE MONTHS ENDED
                                                                                               JUNE 30
                                                                                       -----------------------
                                                                                          2003         2002
                                                                                       ---------     ---------
                                                                                               
Net revenues:
   Membership revenue                                                                  $ 172,194     $ 188,330
   Products and services                                                                  74,292        53,318
   Miscellaneous revenue                                                                   4,818         4,651
                                                                                       ---------     ---------
                                                                                         251,304       246,299

Operating costs and expenses:
   Fitness center operations                                                             140,786       140,098
   Products and services                                                                  47,538        33,752
   Member processing and collection centers                                               12,611        11,041
   Advertising                                                                            14,131        16,413
   General and administrative                                                              8,630         8,460
   Depreciation and amortization                                                          19,086        18,950
                                                                                       ---------     ---------
                                                                                         242,782       228,714
                                                                                       ---------     ---------
Operating income                                                                           8,522        17,585

Finance charges earned                                                                    18,479        17,442
Interest expense                                                                         (13,936)      (13,547)
Other, net                                                                                (1,704)           89
                                                                                       ---------     ---------
                                                                                           2,839         3,984
                                                                                       ---------     ---------

Income from continuing operations before income taxes                                     11,361        21,569
Income tax provision                                                                      (2,727)       (5,176)
                                                                                       ---------     ---------
Income from continuing operations                                                          8,634        16,393
Discontinued operations
 Loss from discontinued operations (net of tax benefit
   of $74 and $100, in 2003 and 2002, respectively)                                         (236)         (318)
 Loss on disposal                                                                         (1,699)
                                                                                       ---------     ---------
Loss from discontinued operations                                                         (1,935)         (318)
                                                                                       ---------     ---------
Net income                                                                             $   6,699     $  16,075
                                                                                       =========     =========
Basic earnings per common share:
 Income from continuing operations                                                     $    0.27     $    0.51
 Discontinued operations                                                                   (0.06)        (0.01)
                                                                                       ---------     ---------
 Net income per common share                                                           $    0.21     $    0.50
                                                                                       =========     =========
Diluted earnings per common share:
 Income from continuing operations                                                     $    0.26     $    0.49
 Discontinued operations                                                                   (0.06)        (0.01)
                                                                                       ---------     ---------
 Net income per common share                                                           $    0.20     $    0.48
                                                                                       =========     =========
Pro forma amounts, assuming the new accounting principle is applied retroactively:
 Income from continuing operations                                                     $   8,634     $  16,683
 Net income                                                                                6,699        16,365
 Basic net income per common share                                                          0.21          0.51
 Diluted net income per common share                                                        0.20          0.49


                             See accompanying notes.

                                      F-34



                     BALLY TOTAL FITNESS HOLDING CORPORATION
                        CONSOLIDATED STATEMENT OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)



                                                                                              SIX MONTHS ENDED
                                                                                                  JUNE 30
                                                                                          -------------------------
                                                                                             2003           2002
                                                                                          ----------      ---------
                                                                                                    
Net revenues:
   Membership revenue                                                                     $  346,422      $ 371,024
   Products and services                                                                     149,430        105,735
   Miscellaneous revenue                                                                       9,669          9,900
                                                                                          ----------      ---------
                                                                                             505,521        486,659
Operating costs and expenses:
   Fitness center operations                                                                 281,575        277,902
   Products and services                                                                      94,559         66,785
   Member processing and collection centers                                                   23,611         21,993
   Advertising                                                                                32,064         32,922
   General and administrative                                                                 16,683         15,842
   Depreciation and amortization                                                              38,642         36,370
                                                                                          ----------      ---------
                                                                                             487,134        451,814
                                                                                          ----------      ---------

Operating income                                                                              18,387         34,845

Finance charges earned                                                                        37,362         35,122
Interest expense                                                                             (27,921)       (28,190)
Other, net                                                                                    (1,820)           163
                                                                                          ----------      ---------
                                                                                               7,621          7,095
                                                                                          ----------      ---------
Income from continuing operations before income taxes                                         26,008         41,940
Income tax provision                                                                          (6,242)        (5,704)
                                                                                          ----------      ---------
Income from continuing operations                                                             19,766         36,236
Discontinued operations
   Loss from discontinued operations (net of tax benefit
    of $196 and $130, in 2003 and 2002, respectively)                                           (619)          (759)
   Loss on disposal                                                                           (1,699)
                                                                                          ----------      ---------
Loss from discontinued operations                                                             (2,318)          (759)
                                                                                          ----------      ---------
Income before cumulative effect of changes in accounting principles                           17,448         35,477
Cumulative effect of changes in accounting principles, net of taxes                          (15,579)
                                                                                          ----------      ---------
Net income                                                                                $    1,869      $  35,477
                                                                                          ==========      =========
Basic earnings per common share:
   Income from continuing operations                                                      $     0.61      $    1.13
   Loss from discontinued operations                                                           (0.07)         (0.02)
   Cumulative effect of changes in accounting principles                                       (0.48)
                                                                                          ----------      ---------
   Net income per common share                                                            $     0.06      $    1.11
                                                                                          ==========      =========
Diluted earnings per common share:
   Income from continuing operations                                                      $     0.60      $    1.08
   Loss from discontinued operations                                                           (0.07)         (0.02)
   Cumulative effect of changes in accounting principles                                       (0.47)
                                                                                          ----------      ---------
   Net income per common share                                                            $     0.06      $    1.06
                                                                                          ==========      =========

Pro forma amounts, assuming the new accounting principle is applied retroactively:
   Income from continuing operations                                                      $   19,766      $  38,483
   Net income                                                                                 17,448         37,724
   Basic net income per common share                                                            0.53           1.18
   Diluted net income per common share                                                          0.53           1.13


                             See accompanying notes.

                                      F-35


                     BALLY TOTAL FITNESS HOLDING CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (In thousands, except share data)
                                   (Unaudited)



                                        COMMON STOCK                                        UNEARNED
                                        ------------                                      COMPENSATION     COMMON         TOTAL
                                                   PAR      CONTRIBUTED   ACCUMULATED     (RESTRICTED     STOCK IN     STOCKHOLDERS'
                                     SHARES       VALUE       CAPITAL       DEFICIT          STOCK)       TREASURY        EQUITY
                                   ----------    --------   -----------   ------------    ------------    ---------   --------------
                                                                                                 
Balance at December 31, 2002       33,193,425    $    338   $   670,561   $   (104,279)   $    (25,509)   $ (11,635)  $      529,476
Net income                                                                       1,869                                         1,869
Restricted stock activity             710,000           7         4,281                         (4,166)                          122
Issuance of common stock under
 stock purchase and option plans       73,069           1           394                                                          395
                                   ----------    --------   -----------   ------------    ------------    ---------   --------------
Balance at June 30, 2003           33,976,494    $    346   $   675,236   $   (102,410)   $    (29,675)   $ (11,635)  $      531,862
                                   ==========    ========   ===========   ============    ============    =========   ==============


                             See accompanying notes.

                                      F-36



                    BALLY TOTAL FITNESS HOLDING CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)



                                                                                                SIX MONTHS ENDED
                                                                                                     JUNE 30
                                                                                           --------------------------
                                                                                             2003             2002
                                                                                           ---------       ----------
                                                                                                     
OPERATING:
   Net income before cumulative effect of changes in accounting principles                 $  17,448       $   35,477
   Adjustments to reconcile to cash provided  --
      Depreciation and amortization, including amortization
         included in interest expense                                                         40,667           38,440
      Change in operating assets and liabilities                                             (28,559)         (47,001)
      Loss on disposal of discontinued operation                                               1,699
      Stock-based compensation                                                                   122
                                                                                           ---------       ----------
      Cash provided by operating activities                                                   31,377           26,916

INVESTING:
   Purchases and construction of property and equipment                                      (20,199)         (43,165)
   Purchases of real estate                                                                                   (11,510)
   Acquisitions of businesses and other                                                         (412)          (6,092)
                                                                                           ---------       ----------
      Cash used in investing activities                                                      (20,611)         (60,767)

FINANCING:
   Debt transactions  --
      Net borrowings under revolving credit agreement                                          5,000           25,000
      Net borrowings (repayments) of other long-term debt                                    (12,128)           9,850
      Debt issuance and refinancing costs                                                       (458)
                                                                                           ---------       ----------
         Cash provided by (used in) debt transactions                                         (7,586)          34,850

   Equity transactions  --
      Proceeds from exercise of warrants                                                                        2,513
      Proceeds from issuance of common stock under
         stock purchase and option plans                                                         395            1,324
      Purchases of common stock for treasury                                                                     (860)
                                                                                           ---------       ----------
         Cash provided by (used in) financing transactions                                    (7,191)          37,827
                                                                                           ---------       ----------

Increase in cash and equivalents                                                               3,575            3,976
Cash and equivalents, beginning of period                                                     12,907            9,310
                                                                                           ---------       ----------
Cash and equivalents, end of period                                                        $  16,482       $   13,286
                                                                                           =========       ==========


                             See accompanying notes.

                                      F-37



                    BALLY TOTAL FITNESS HOLDING CORPORATION
              CONSOLIDATED STATEMENT OF CASH FLOWS -- (CONTINUED)
                                 (In thousands)
                                  (Unaudited)



                                                                                  SIX MONTHS ENDED
                                                                                       JUNE 30
                                                                             --------------------------
                                                                                2003            2002
                                                                             ----------      ----------
                                                                                       
SUPPLEMENTAL CASH FLOWS INFORMATION:

Changes in operating assets and liabilities:
   Increase in installment contracts receivable                              $  (15,123)     $  (63,912)
   Decrease in other current and other assets                                       327             857
   Decrease (increase) in deferred membership origination costs                   1,003          (4,511)
   Increase in accounts payable                                                   4,285          11,622
   Increase in income taxes payable and deferred income taxes                     4,803           4,935
   Increase in accrued and other liabilities                                      2,635           4,418
   Decrease in deferred revenues                                                (26,489)           (410)
                                                                             ----------      ----------
Change in operating assets and liabilities                                   $  (28,559)     $  (47,001)
                                                                             ==========      ==========

Cash payments for interest and income taxes
   were as follows  --
      Interest paid                                                          $   26,112      $   28,141
      Interest capitalized                                                         (453)         (1,840)
      Income taxes paid, net                                                      1,245             736

Investing and financing activities exclude the following
   non-cash transactions  --
      Acquisitions of property and equipment
         through capital leases/borrowings                                   $    4,144      $    7,716
      Acquisitions of businesses with common stock                                                8,855
      Restricted stock activity                                                   4,281           4,619
      Debt, including assumed debt related to
         acquisition of businesses                                                                2,846


                             See accompanying notes.

                                      F-38



                     BALLY TOTAL FITNESS HOLDING CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              (All dollar amounts in thousands, except share data)
                                   (Unaudited)

BASIS OF PRESENTATION

         The accompanying condensed consolidated financial statements include
the accounts of Bally Total Fitness Holding Corporation (the "Company") and the
subsidiaries that it controls. The Company, through its subsidiaries, is a
commercial operator of 415 fitness centers (at June 30, 2003) concentrated in 29
states and Canada. Additionally, the Company has eleven clubs operated pursuant
to franchise and joint venture agreements in the United States, Asia, and the
Caribbean. The Company operates in one industry segment, and all significant
revenues arise from the commercial operation of fitness centers, primarily in
major metropolitan markets in the United States and Canada. Unless otherwise
specified in the text, references to the Company include the Company and its
subsidiaries. These condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.

         All adjustments have been recorded which are, in the opinion of
management, necessary for a fair presentation of the condensed consolidated
balance sheet of the Company at June 30, 2003, its consolidated statements of
income for the three and six months ended June 30, 2003 and 2002, its
consolidated statement of stockholders' equity for the six months ended June 30,
2003, and its consolidated statement of cash flows for the six months ended June
30, 2003 and 2002. All such adjustments were of a normal recurring nature.

         The accompanying condensed consolidated financial statements have been
prepared in conformity with generally accepted accounting principles which
require the Company's management to make estimates and assumptions that affect
the amounts reported therein. Actual results could vary from such estimates. In
addition, certain reclassifications have been made to prior period financial
statements to conform with the 2003 presentation.

CHANGES IN ACCOUNTING PRINCIPLES

         In the second quarter of 2003, the Company changed its accounting
method (effective January 1, 2003) for the recognition of recoveries of unpaid
dues on inactive membership contracts from accrual-based estimations to a cash
basis of recognition, which is considered a preferable method of accounting for
such past due amounts since it is less reliant on estimations. The effect of
this change was a cumulative non-cash charge of $15,414 (net of tax effect of
$4,868) or $.47 per diluted share. As a result of recording the cumulative
effect adjustment as of the beginning of the year, membership revenue increased
during the first quarter of 2003 by $1,149. Net income for the first quarter of
2003 increased by $873 and basic and diluted earnings per share increased by
$.03.

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations ("SFAS No. 143"). SFAS No. 143 addresses the financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets. It requires that the Company recognize the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are then capitalized as part of the carrying amount of
the long-lived asset. The Company has implemented the provisions of SFAS No. 143
as of January 1, 2003. As a result, a non-cash cumulative adjustment of $165 was
recorded to provide for estimated future restoration obligations on the
Company's leaseholds in the first quarter of 2003.

SEASONAL FACTORS

         The Company's operations are subject to seasonal factors and,
therefore, the results of operations for the six months ended June 30, 2003 and
2002 are not necessarily indicative of the results of operations for the full
year.

                                      F-39

                     BALLY TOTAL FITNESS HOLDING CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
              (All dollar amounts in thousands, except share data)
                                   (Unaudited)

INSTALLMENT CONTRACTS RECEIVABLE



                                                           JUNE 30     DECEMBER 31
                                                            2003          2002
                                                          ---------    -----------
                                                                 
Current:
   Installment contracts receivable                       $ 417,165     $ 404,707
   Unearned finance charges                                 (36,642)      (36,015)
   Allowance for doubtful receivables and cancellations     (92,461)      (97,161)
                                                          ---------     ---------
                                                          $ 288,062     $ 271,531
                                                          =========     =========
Long-term:
   Installment contracts receivable                       $ 344,186     $ 343,749
   Unearned finance charges                                 (24,143)      (22,396)
   Allowance for doubtful receivables and cancellations     (70,230)      (70,279)
                                                          ---------     ---------
                                                          $ 249,813     $ 251,074
                                                          =========     =========


ALLOWANCE FOR DOUBTFUL RECEIVABLES AND CANCELLATIONS



                                    THREE MONTHS ENDED        SIX MONTHS ENDED
                                         JUNE 30                   JUNE 30
                                  ----------------------    ----------------------
                                    2003         2002         2003         2002
                                  ---------    ---------    ---------    ---------
                                                             
Balance at beginning of period    $ 167,445    $ 134,032    $ 167,440    $ 130,504
Contract cancellations and
  write-offs of uncollectible
  amounts, net of recoveries        (83,287)     (86,387)    (173,904)    (177,220)
Provision for cancellations and
  doubtful receivables               78,533       83,215      169,155      177,576
                                  ---------    ---------    ---------    ---------
Balance at end of period          $ 162,691    $ 130,860    $ 162,691    $ 130,860
                                  =========    =========    =========    =========


                                      F-40



                     BALLY TOTAL FITNESS HOLDING CORPORATION
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
              (All dollar amounts in thousands, except share data)
                                   (Unaudited)

MEMBERSHIP REVENUES

         Gross committed membership fees is a measure which includes the total
potential future value of all initial membership fee revenue, dues revenue,
earned finance charges and membership-related products and services revenue from
new membership sales originated in a period. It is measured on a gross basis
before consideration of our provision for doubtful accounts and cancellations
and without deferral of initiation fee revenue, and includes the future
potential collection of dues revenue over the initial term of membership. We
track gross committed membership revenue as an indicator of current sales trends
and believe it to be a useful measure to allow investors to understand current
trends in membership sales which may not be apparent under deferral accounting
for the initiation fee component of membership revenue. The following is a
reconciliation of gross committed membership fees to initial membership fees
originated, net:



                                                THREE MONTHS ENDED         SIX MONTHS ENDED
                                                      JUNE 30                  JUNE 30
                                              ----------------------    ----------------------
                                                 2003         2002         2003         2002
                                              ---------    ---------    ---------    ---------
                                                                         
Gross committed membership fees               $ 279,737    $ 279,981    $ 591,102    $ 600,728
Less: Committed monthly dues                    (65,440)     (56,875)    (132,911)    (121,215)
      Provision for doubtful receivables
       and cancellations                        (78,533)     (83,215)    (169,155)    (177,576)
      Unearned finance charges and other        (44,752)     (37,716)     (93,787)     (80,232)
      Products and services revenues
       included in membership programs          (32,859)     (17,658)     (65,320)     (36,999)
                                              ---------    ---------    ---------    ---------
Initial membership fees originated, net       $  58,153    $  84,517    $ 129,929    $ 184,706
                                              =========    =========    =========    =========


         The following presents the components of membership revenue as
presented in the accompanying consolidated statements of income:



                                     THREE MONTHS ENDED        SIX MONTHS ENDED
                                           JUNE 30                 JUNE 30
                                    ---------------------   ---------------------
                                      2003        2002        2003        2002
                                    ---------   ---------   ---------   ---------
                                                            
Initial membership fees:
  Originated, net                   $  58,153   $  84,517   $ 129,929   $ 184,706
  Decrease (increase) in deferral      18,411       6,507      24,644      (1,963)
                                    ---------   ---------   ---------   ---------
                                       76,564      91,024     154,573     182,743

Dues:
  Dues collected                       94,332      95,393     190,004     185,908
  Decrease in deferral                  1,298       1,913       1,845       2,373
                                    ---------   ---------   ---------   ---------
                                       95,630      97,306     191,849     188,281
                                    ---------   ---------   ---------   ---------
Membership revenue                  $ 172,194   $ 188,330   $ 346,422   $ 371,024
                                    =========   =========   =========   =========


                                      F-41



                     BALLY TOTAL FITNESS HOLDING CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
              (All dollar amounts in thousands, except share data)
                                   (Unaudited)

PRODUCTS AND SERVICES



                                          THREE MONTHS ENDED       SIX MONTHS ENDED
                                               JUNE 30                 JUNE 30
                                         --------------------    --------------------
                                           2003        2002        2003        2002
                                         --------    --------    --------    --------
                                                                 
Net revenues:
  Retail and nutritional supplements --
    Membership programs                  $  5,387    $  6,725    $ 11,377    $ 15,510
    Other sales                            14,550      14,409      29,615      28,233
  Personal training --
    Membership programs                    27,472      10,933      53,943      21,489
    Other sales                            26,883      19,695      53,255      37,396
  Financial services                                    1,556       1,240       3,107
                                         --------    --------    --------    --------
                                           74,292      53,318     149,430     105,735
Direct operating costs and expenses:
  Retail and nutritional supplements       17,129      15,699      34,675      32,045
  Personal training                        30,409      18,053      59,884      34,740
                                         --------    --------    --------    --------
                                           47,538      33,752      94,559      66,785
                                         --------    --------    --------    --------
Direct operating margin                  $ 26,754    $ 19,566    $ 54,871    $ 38,950
                                         ========    ========    ========    ========
Margin percentage                              36%         37%         37%         37%


EARNINGS PER COMMON SHARE

         Basic earnings per common share for each period is computed based on
the weighted average number of shares of common stock outstanding of 32,658,994
and 32,079,795 for the three months ended June 30, 2003 and 2002, respectively,
and 32,617,224 and 31,911,543 for the six months ended June 30, 2003 and 2002,
respectively. Diluted earnings per common share for each period includes the
addition of common stock equivalents of 434,724 and 1,484,481 for the three
months ended June 30, 2003 and 2002, respectively, and 380,648 and 1,436,788 for
the six months ended June 30, 2003 and 2002, respectively. Common stock
equivalents represent the dilutive effect of the assumed exercise of outstanding
warrants and stock options. Options outstanding to purchase 2,981,291 and
1,456,120 shares of common stock at June 30, 2003 and 2002, respectively, were
not included in the computation of diluted earnings per share because the
exercise prices of the options were greater than the average market prices of
the Company's common shares. The range of exercise prices per share for these
options was between $12.00 and $36.00 and $21.76 and $36.00 at June 30, 2003 and
2002, respectively.

INCOME TAXES

         At June 30, 2003, for accounting purposes, the Company had
approximately $110,000 of unrecognized federal net operating loss carryforwards.
Separately, the Company's alternative minimum tax ("AMT") net operating loss
carryforwards have been substantially recognized. Therefore, having fully
recognized AMT net operating loss carryforwards for reporting purposes, the
Company's federal income tax rate increased to 20% during the second quarter of
2002. The 20% federal rate will remain in effect until such time as all of the
Company's AMT credits are fully utilized, which is not currently expected before
2005. The balance of the provision consists primarily of taxes owed to states
where local earnings are no longer offset by state net operating loss
carryforwards.

         For federal income tax payment purposes, the Company has available net
operating loss carryforwards exceeding $349,000 and AMT net operating loss
carryfowards in excess of $209,000. Therefore, the Company currently does not
expect to make any significant federal tax payments earlier than 2005. At such
time, the Company will be required to pay

                                      F-42



                     BALLY TOTAL FITNESS HOLDING CORPORATION
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
              (All dollar amounts in thousands, except share data)
                                   (Unaudited)

taxes at the 20% AMT rate for periods currently estimated to extend beyond 2005,
including those periods benefited by AMT credits.

STOCK PLANS

         The Company accounts for its stock-based compensation plans, described
in the Company's 2002 Annual Report on Form 10-K, using the intrinsic value
method and in accordance with the recognition and measurement principles of APB
Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. No stock-based employee compensation cost related to option
plans was reflected in net income, as all options granted under those plans had
an exercise price equal to the fair market value of the underlying common stock
on the date of grant. The Company has recorded compensation expense related to
restricted stock grants. The following table illustrates, in accordance with the
provisions of Statement of Financial Accounting Standards No. 148, Accounting
for Stock-Based Compensation-Transition and Disclosure, the effect on net income
and earnings per share if the Company had applied the fair value recognition
provisions of Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation, to stock-based employee compensation.



                                                      THREE MONTHS ENDED       SIX MONTHS ENDED
                                                            JUNE 30                JUNE 30
                                                      -------------------    --------------------
                                                       2003        2002        2003        2002
                                                      -------    --------    --------    --------
                                                                             
Net income, as reported                               $ 6,699    $ 16,075    $  1,869    $ 35,477
  Plus: stock-based compensation expense
    included in net income, net of tax                     93                      93
  Less: stock-based compensation expense determined
    under fair value based method, net of tax            (882)     (1,171)     (1,606)     (2,715)
                                                      -------    --------    --------    --------
Pro forma net income                                  $ 5,910    $ 14,904    $    356    $ 32,762
                                                      =======    ========    ========    ========
Basic earnings per common share
  As reported                                         $  0.21    $   0.50    $   0.06    $   1.11
  Pro forma                                              0.18        0.46        0.01        1.03
Diluted earnings per common share
  As reported                                            0.20        0.48        0.06        1.06
  Pro forma                                              0.18        0.44        0.01        0.98


         The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its stock options.

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

         The following tables present the condensed consolidating balance sheet
at June 30, 2003 and December 31, 2002, the condensed consolidating statements
of income for the three months and six months ended June 30, 2003 and 2002, and
the condensed consolidating statement of cash flows for the six months ended
June 30, 2003 and 2002. The condensed consolidating financial statements present
the accounts of Bally Total Fitness Holding Corporation ("Parent"), and its
Guarantor and Non-Guarantor subsidiaries, as defined in the indenture to the
Bally Total Fitness Holding Corporation 10 1/2% Senior Notes due 2011 ("the
Notes") issued in July 2003. The Notes are unconditionally guaranteed, on a
joint and several basis, by the Guarantor subsidiaries including substantially
all domestic subsidiaries of Bally Total Fitness Holding Corporation.
Non-Guarantor subsidiaries include Canadian operations and special purpose
entities for accounts receivable and real estate finance programs.

                                      F-43



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                      CONDENSED CONSOLIDATING BALANCE SHEET



                                                                    JUNE 30, 2003
                                     --------------------------------------------------------------------------
                                                    GUARANTOR     NON-GUARANTOR                    CONSOLIDATED
                                       PARENT      SUBSIDIARIES   SUBSIDIARIES     ELIMINATIONS       TOTAL
                                     -----------   ------------   -------------    ------------    ------------
                                                                  (IN THOUSANDS)
                                                                   (UNAUDITED)
                                                                                    
ASSETS

Current assets:
   Cash and equivalents              $         -   $     15,776   $         706    $          -    $     16,482
   Installment contracts
    receivable, net                            -              -         288,062               -         288,062
   Other current assets                        -         71,233           1,385               -          72,618
                                     -----------   ------------   -------------    ------------    ------------
    Total current assets                       -         87,009         290,153               -         377,162
Installment contracts
   receivable, net                             -              -         249,813               -         249,813
Property and equipment, net                    -        600,427          42,627               -         643,054
Goodwill                                  31,390        188,164          22,572               -         242,126
Trademarks                                 6,767            202               -               -           6,969
Intangible assets, net                         -          2,508               -               -           2,508
Deferred income taxes                          -         81,431               -               -          81,431
Deferred membership
   origination costs                           -        116,614           1,867               -         118,481
Investment in and advances
   to subsidiaries                     1,024,637        221,315               -      (1,245,952)              -
Other assets                               6,674          5,407          18,955               -          31,036
                                     -----------   ------------   -------------    ------------    ------------
                                     $ 1,069,468   $  1,303,077   $     625,987    $ (1,245,952)   $  1,752,580
                                     ===========   ============   =============    ============    ============

LIABILITIES AND
  STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                  $         -   $     55,612   $         406    $          -    $     56,018
   Income taxes payable                        -          2,155             194               -           2,349
   Deferred income taxes                       -         27,406           1,044               -          28,450
   Accrued liabilities                    11,498         77,876           1,188               -          90,562
   Current maturities
    of long-term debt                     20,529          3,499           3,950               -          27,978
   Deferred revenues                           -        249,239           4,028               -         253,267
                                     -----------   ------------   -------------    ------------    ------------
    Total current liabilities             32,027        415,787          10,810               -         458,624

Long-term debt, less current
   maturities                            505,579         17,242         172,851               -         695,672
Net affiliate payable                          -        605,883         255,867        (861,750)              -
Other liabilities                              -         10,419             504               -          10,923
Deferred revenues                              -         54,615             884               -          55,499
Stockholders' equity                     531,862        199,131         185,071        (384,202)        531,862
                                     -----------   ------------   -------------    ------------    ------------
                                     $ 1,069,468   $  1,303,077   $     625,987    $ (1,245,952)   $  1,752,580
                                     ===========   ============   =============    ============    ============


                                      F-44



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                      CONDENSED CONSOLIDATING BALANCE SHEET



                                                           DECEMBER 31, 2002
                                -------------------------------------------------------------------------
                                               GUARANTOR     NON-GUARANTOR                   CONSOLIDATED
                                  PARENT      SUBSIDIARIES   SUBSIDIARIES     ELIMINATIONS       TOTAL
                                -----------   ------------   -------------    ------------    -----------
                                                             (IN THOUSANDS)
                                                               (UNAUDITED)
                                                                              
ASSETS

Current assets:
   Cash and equivalents         $         -   $      9,198   $       3,709    $          -    $    12,907
   Installment contracts
    receivable, net                       -          2,416         269,115               -        271,531
   Other current assets                   -         91,073           1,691               -         92,764
                                -----------   ------------   -------------    ------------    -----------
    Total current assets                           102,687         274,515                        377,202

Installment contracts
   receivable, net                        -          2,230         248,844               -        251,074
Property and equipment, net               -        613,142          44,397               -        657,539
Goodwill                             31,390        187,762          23,702                        242,854
Trademarks                            6,767            202               -               -          6,969
Intangible assets, net                    -          2,786               -               -          2,786
Deferred income taxes                     -         81,314               -               -         81,314
Deferred membership
   origination costs                      -        117,832           1,652               -        119,484
Investment in and advances
   to subsidiaries                1,025,011        219,730               -      (1,244,741)             -
Other assets                          8,024          5,950          18,678               -         32,652
                                -----------   ------------   -------------    ------------    -----------
                                $ 1,071,192   $  1,333,635   $     611,788    $ (1,244,741)   $ 1,771,874
                                ===========   ============   =============    ============    ===========
LIABILITIES AND
 STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable             $         -   $     51,264   $         488    $          -    $    51,752
   Income taxes payable                   -          1,493               4               -          1,497
   Deferred income taxes                  -         28,252           1,051               -         29,303
   Accrued liabilities               13,832         72,336           1,515               -         87,683
   Current maturities
    of long-term debt                21,675          4,285           2,944               -         28,904
   Deferred revenues                      -        267,317           3,714               -        271,031
                                -----------   ------------   -------------    ------------    -----------
    Total current liabilities        35,507        424,947           9,716                        470,170

Long-term debt, less current
   maturities                       506,209         19,148         172,493               -        697,850
Net affiliate payable                     -        621,526         258,703        (880,229)             -
Other liabilities                         -         10,185             504               -         10,689
Deferred revenues                         -         62,761             928               -         63,689
Stockholders' equity                529,476        195,068         169,444        (364,512)       529,476
                                -----------   ------------   -------------    ------------    -----------
                                $ 1,071,192   $  1,333,635   $     611,788    $ (1,244,741)   $ 1,771,874
                                ===========   ============   =============    ============    ===========


                                      F-45



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME



                                                             THREE MONTHS ENDED JUNE 30, 2003
                                         ---------------------------------------------------------------------------
                                                       GUARANTOR      NON-GUARANTOR                     CONSOLIDATED
                                          PARENT      SUBSIDIARIES    SUBSIDIARIES      ELIMINATIONS       TOTAL
                                         ---------    ------------    -------------     ------------    ------------
                                                                      (IN THOUSANDS)
                                                                       (UNAUDITED)
                                                                                         
Net revenues:
   Membership revenue                    $       -    $    165,737    $       6,457     $          -    $    172,194
   Products and services                         -          72,178            2,114                -          74,292
   Miscellaneous revenue                         -           4,438              380                -           4,818
                                         ---------    ------------    -------------     ------------    ------------
                                                 -         242,353            8,951                -         251,304

Operating costs and expenses:
   Fitness center operations                     -         135,774            5,012                -         140,786
   Products and services                         -          45,803            1,735                -          47,538
   Member processing and
    collection centers                           -           7,502            5,109                -          12,611
   Advertising                                   -          13,758              373                -          14,131
   General and administrative                1,011           7,295              324                -           8,630
   Depreciation and amortization                 -          18,358              728                -          19,086
                                         ---------    ------------    -------------     ------------    ------------
                                             1,011         228,490           13,281                -         242,782
                                         ---------    ------------    -------------     ------------    ------------

Operating income (loss)                     (1,011)         13,863           (4,330)               -           8,522

Equity in net income of subsidiaries        15,443               -                -          (15,443)              -
Finance charges earned                           -               -           18,479                -          18,479
Interest expense                           (10,495)         (1,019)          (2,422)               -         (13,936)
Other, net                                       -          (1,763)              59                -          (1,704)
                                         ---------    ------------    -------------     ------------    ------------
                                             4,948          (2,782)          16,116          (15,443)          2,839
                                         ---------    ------------    -------------     ------------    ------------

Income from continuing operations
  before income taxes                        3,937          11,081           11,786          (15,443)         11,361
Income tax benefit (provision)               2,762          (2,660)          (2,829)               -          (2,727)
                                         ---------    ------------    -------------     ------------    ------------
Income from continuing operations            6,699           8,421            8,957          (15,443)          8,634
Discontinued operations
 Loss from discontinued operations
  (net of tax benefit of $74)                    -               -             (236)               -            (236)
 Loss on disposal                                -               -           (1,699)               -          (1,699)
                                         ---------    ------------    -------------     ------------    ------------
Loss from discontinued operations                -               -           (1,935)               -          (1,935)
                                         ---------    ------------    -------------     ------------    ------------
Net income                               $   6,699    $      8,421    $       7,022     $    (15,443)   $      6,699
                                         =========    ============    =============     ============    ============


                                      F-46



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME



                                                             THREE MONTHS ENDED JUNE 30, 2002
                                       --------------------------------------------------------------------------
                                                     GUARANTOR      NON-GUARANTOR                    CONSOLIDATED
                                        PARENT      SUBSIDIARIES     SUBSIDIARIES    ELIMINATIONS        TOTAL
                                       ---------    ------------    -------------    ------------    ------------
                                                                    (IN THOUSANDS)
                                                                     (UNAUDITED)
                                                                                      
Net revenues:
   Membership revenue                  $       -    $    181,829    $       6,501    $          -    $    188,330
   Products and services                       -          51,689            1,629               -          53,318
   Miscellaneous revenue                       -           4,171              480               -           4,651
                                       ---------    ------------    -------------    ------------    ------------
                                               -         237,689            8,610               -         246,299

Operating costs and expenses:
   Fitness center operations                   -         135,347            4,751               -         140,098
   Products and services                       -          32,589            1,163               -          33,752
   Member processing and
    collection centers                         -           6,333            4,708               -          11,041
   Advertising                                 -          16,019              394               -          16,413
   General and administrative              1,025           7,036              399               -           8,460
   Depreciation and amortization               -          18,350              600               -          18,950
                                       ---------    ------------    -------------    ------------    ------------
                                           1,025         215,674           12,015               -         228,714
                                       ---------    ------------    -------------    ------------    ------------

Operating income (loss)                   (1,025)         22,015           (3,405)              -          17,585

Equity in net income of subsidiaries      24,937               -                -         (24,937)              -
Finance charges earned                         -             174           17,268               -          17,442
Interest expense                         (10,635)           (191)          (2,721)              -         (13,547)
Other, net                                     -              19               70               -              89
                                       ---------    ------------    -------------    ------------    ------------
                                          14,302               2           14,617         (24,937)          3,984
                                       ---------    ------------    -------------    ------------    ------------

Income from continuing operations
 before income taxes                      13,277          22,017           11,212         (24,937)         21,569
Income tax benefit (provision)             2,798          (5,544)          (2,430)              -          (5,176)
                                       ---------    ------------    -------------    ------------    ------------
Income from continuing operations         16,075          16,473            8,782         (24,937)         16,393
Loss from discontinued operations
 (net of tax benefit of $100)                  -               -             (318)              -            (318)
                                       ---------    ------------    -------------    ------------    ------------
Net income                             $  16,075    $     16,473    $       8,464    $    (24,937)   $     16,075
                                       =========    ============    =============    ============    ============


                                      F-47


                     BALLY TOTAL FITNESS HOLDING CORPORATION

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME



                                                                  SIX MONTHS ENDED JUNE 30, 2003
                                           ----------------------------------------------------------------------------
                                                            GUARANTOR      NON-GUARANTOR                   CONSOLIDATED
                                              PARENT       SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS       TOTAL
                                           ------------    ------------    -------------   ------------    ------------
                                                                          (IN THOUSANDS)
                                                                           (UNAUDITED)
                                                                                            
Net revenues:
      Membership revenue                   $          -    $    333,341    $     13,081    $          -    $    346,422
      Products and services                           -         145,326           4,104               -         149,430
      Miscellaneous revenue                           -           8,948             721               -           9,669
                                           ------------    ------------    ------------    ------------    ------------
                                                      -         487,615          17,906               -         505,521

Operating costs and expenses:
      Fitness center operations                       -         271,072          10,503               -         281,575
      Products and services                           -          91,348           3,211               -          94,559
      Member processing and
           collection centers                         -          13,403          10,208               -          23,611
      Advertising                                     -          31,339             725               -          32,064
      General and administrative                  1,972          14,064             647               -          16,683
      Depreciation and amortization                   -          37,206           1,436               -          38,642
                                           ------------    ------------    ------------    ------------    ------------
                                                  1,972         458,432          26,730               -         487,134
                                           ------------    ------------    ------------    ------------    ------------

Operating income (loss)                          (1,972)         29,183          (8,824)              -          18,387

Equity in net income of subsidiaries             19,690               -               -         (19,690)              -
Finance charges earned                                -               -          37,362               -          37,362
Interest expense                                (21,477)         (1,520)         (4,924)              -         (27,921)
Other, net                                            -          (1,818)             (2)              -          (1,820)
                                           ------------    ------------    ------------    ------------    ------------
                                                 (1,787)         (3,338)         32,436         (19,690)          7,621
                                           ------------    ------------    ------------    ------------    ------------

Income (loss) from continuing
     operations before income taxes              (3,759)         25,845          23,612         (19,690)         26,008
Income tax benefit (provision)                    5,628          (6,203)         (5,667)              -          (6,242)
                                           ------------    ------------    ------------    ------------    ------------
Income from continuing operations                 1,869          19,642          17,945         (19,690)         19,766
Discontinued operations
   Loss from discontinued operations
        (net of tax benefit of $196)                  -               -            (619)              -            (619)
   Loss on disposal                                   -               -          (1,699)              -          (1,699)
                                           ------------    ------------    ------------    ------------    ------------
Loss from discontinued operations                     -               -          (2,318)              -          (2,318)
                                           ------------    ------------    ------------    ------------    ------------
Income before cumulative effect of
     changes in accounting principles             1,869          19,642          15,627         (19,690)         17,448
Cumulative effect of changes in
     accounting principles, net of taxes              -         (15,579)              -               -         (15,579)
                                           ------------    ------------    ------------    ------------    ------------
Net income                                 $      1,869    $      4,063    $     15,627    $    (19,690)   $      1,869
                                           ============    ============    ============    ============    ============


                                      F-48



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME



                                                                  SIX MONTHS ENDED JUNE 30, 2002
                                           ----------------------------------------------------------------------------
                                                            GUARANTOR      NON-GUARANTOR                   CONSOLIDATED
                                              PARENT       SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS       TOTAL
                                           ------------    ------------    -------------   ------------    ------------
                                                                          (IN THOUSANDS)
                                                                            (UNAUDITED)
                                                                                            
Net revenues:
      Membership revenue                   $          -    $    358,047    $     12,977    $          -    $    371,024
      Products and services                           -         102,566           3,169               -         105,735
      Miscellaneous revenue                           -           9,080             820               -           9,900
                                           ------------    ------------    ------------    ------------    ------------
                                                      -         469,693          16,966               -         486,659

Operating costs and expenses:
      Fitness center operations                       -         268,174           9,728               -         277,902
      Products and services                           -          64,505           2,280               -          66,785
      Member processing and
           collection centers                         -          14,192           7,801               -          21,993
      Advertising                                     -          32,168             754               -          32,922
      General and administrative                  2,061          13,022             759               -          15,842
      Depreciation and amortization                   -          35,185           1,185               -          36,370
                                           ------------    ------------    ------------    ------------    ------------
                                                  2,061         427,246          22,507               -         451,814
                                           ------------    ------------    ------------    ------------    ------------

Operating income (loss)                          (2,061)         42,447          (5,541)              -          34,845

Equity in net income of subsidiaries             56,024               -               -         (56,024)              -
Finance charges earned                                -             351          34,771               -          35,122
Interest expense                                (21,284)           (616)         (6,290)              -         (28,190)
Other, net                                            -              25             138               -             163
                                           ------------    ------------    ------------    ------------    ------------
                                                 34,740            (240)         28,619         (56,024)          7,095
                                           ------------    ------------    ------------    ------------    ------------

Income from continuing operations
     before income taxes                         32,679          42,207          23,078         (56,024)         41,940
Income tax benefit (provision)                    2,798          (5,568)         (2,934)              -          (5,704)
                                           ------------    ------------    ------------    ------------    ------------
Income from continuing operations                35,477          36,639          20,144         (56,024)         36,236
Loss from discontinued operations
     (net of tax benefit of $130)                     -               -            (759)              -            (759)
                                           ------------    ------------    ------------    ------------    ------------
Net income                                 $     35,477    $     36,639    $     19,385    $    (56,024)   $     35,477
                                           ============    ============    ============    ============    ============



                                      F-49


                     BALLY TOTAL FITNESS HOLDING CORPORATION

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



                                                                           SIX MONTHS ENDED JUNE 30, 2003
                                                      -------------------------------------------------------------------------
                                                                   GUARANTOR      NON-GUARANTOR                    CONSOLIDATED
                                                        PARENT    SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS       TOTAL
                                                      ---------   ------------    -------------    ------------    ------------
                                                                                  (IN THOUSANDS)
                                                                                    (UNAUDITED)
                                                                                                    
OPERATING:
   Net income before cumulative effect of
      changes in accounting principles                $   1,869   $     19,642    $      15,627    $    (19,690)   $     17,448
   Adjustments to reconcile to
      cash provided--
      Depreciation and amortization,
         including amortization
         included in interest expense                     1,355         37,387            1,925               -          40,667
      Change in operating assets
         and liabilities                                 (2,338)        (6,465)         (19,756)              -         (28,559)
      Loss on disposal of
         discontinued operation                               -              -            1,699               -           1,699
      Stock-based compensation                              122              -                -               -             122
                                                      ---------   ------------    -------------    ------------    ------------
      Cash provided by (used in)
         operating activities                             1,008         50,564             (505)        (19,690)         31,377

INVESTING:
   Purchases and construction
      of property and equipment                               -        (20,043)            (156)              -         (20,199)
   Acquisitions of businesses and other                       -              -             (412)              -            (412)
                                                      ---------   ------------    -------------    ------------    ------------
      Cash used in investing activities                       -        (20,043)            (568)              -         (20,611)

FINANCING:
   Debt transactions--
      Net borrowings under revolving
         credit agreement                                 5,000              -                -               -           5,000
      Net borrowing (repayments) of
         other long-term debt                            (6,777)        (6,715)           1,364               -         (12,128)
      Debt issuance and refinancing costs                     -              -             (458)              -            (458)
      Change in net affiliate balances                      374        (17,228)          (2,836)         19,690               -
                                                      ---------   ------------    -------------    ------------    ------------
         Cash used in debt transactions                  (1,403)       (23,943)          (1,930)         19,690          (7,586)

   Equity transactions--
      Proceeds from issuance of
         common stock under stock
         purchase and option plans                          395              -                -               -             395
                                                      ---------   ------------    -------------    ------------    ------------
         Cash used in financing
            transactions                                 (1,008)       (23,943)          (1,930)         19,690          (7,191)
                                                      ---------   ------------    -------------    ------------    ------------

Increase (decrease) in cash and equivalents                   -          6,578           (3,003)              -           3,575
Cash and equivalents, beginning of period                     -          9,198            3,709               -          12,907
                                                      ---------   ------------    -------------    ------------    ------------
Cash and equivalents, end of period                   $       -   $     15,776    $         706    $          -    $     16,482
                                                      =========   ============    =============    ============    ============


                                      F-50



                     BALLY TOTAL FITNESS HOLDING CORPORATION

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS



                                                                           SIX MONTHS ENDED JUNE 30, 2002
                                                      -------------------------------------------------------------------------
                                                                   GUARANTOR      NON-GUARANTOR                    CONSOLIDATED
                                                        PARENT    SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS       TOTAL
                                                      ---------   ------------    -------------    ------------    ------------
                                                                                  (IN THOUSANDS)
                                                                                    (UNAUDITED)
                                                                                                    
OPERATING:
   Net income                                         $  35,477   $     36,639    $      19,385    $    (56,024)   $     35,477
   Adjustments to reconcile to
      cash provided--
      Depreciation and amortization,
         including amortization
         included in interest expense                     1,073         35,343            2,024               -          38,440
      Change in operating assets
         and liabilities                                   (680)        19,429          (65,750)              -         (47,001)
                                                      ---------   ------------    -------------    ------------    ------------
      Cash provided by (used in)
         operating activities                            35,870         91,411          (44,341)        (56,024)         26,916

INVESTING:
   Purchases and construction
      of property and equipment                               -        (39,971)          (3,194)              -         (43,165)
   Purchases of real estate                                   -        (11,510)               -               -         (11,510)
   Acquisitions of businesses and other                       -         (4,002)          (2,090)              -          (6,092)
                                                      ---------   ------------    -------------    ------------    ------------
      Cash used in investing activities                       -        (55,483)          (5,284)              -         (60,767)

FINANCING:
   Debt transactions--
      Net borrowings under revolving
         credit agreement                                25,000              -                -               -          25,000
      Net borrowings (repayments) of
         other long-term debt                            (2,296)       (10,308)          22,454               -           9,850
      Change in net affiliate balances                  (61,551)       (21,263)          26,790          56,024               -
                                                      ---------   ------------    -------------    ------------    ------------
         Cash provided by (used in)
            debt transactions                           (38,847)       (31,571)          49,244          56,024          34,850

   Equity transactions--
      Proceeds from exercise of warrants                  2,513              -                -               -           2,513
      Proceeds from issuance of
         common stock under stock
         purchase and option plans                        1,324              -                -               -           1,324
      Purchases of common stock
         for treasury                                      (860)             -                -               -            (860)
                                                      ---------   ------------    -------------    ------------    ------------
         Cash provided by (used in)
            financing transactions                      (35,870)       (31,571)          49,244          56,024          37,827
                                                      ---------   ------------    -------------    ------------    ------------

Increase (decrease) in cash and equivalents                   -          4,357             (381)              -           3,976
Cash and equivalents, beginning of period                     -          8,435              875               -           9,310
                                                      ---------   ------------    -------------    ------------    ------------
Cash and equivalents, end of period                   $       -   $     12,792    $         494    $          -    $     13,286
                                                      =========   ============    =============    ============    ============


                                      F-51


                     BALLY TOTAL FITNESS HOLDING CORPORATION

                                OFFER TO EXCHANGE

   $235,000,000 PRINCIPAL AMOUNT OF ITS 10.5% SERIES B SENIOR NOTES DUE 2011,
    WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL OF
              ITS OUTSTANDING 10.5% SERIES A SENIOR NOTES DUE 2011

                                   PROSPECTUS

                             ________________, 2003




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law permits the indemnification
of the directors and officers of Bally. Bally's By-laws provide that we will
indemnify its officers, directors, employees and agents to the extent permitted
by the Delaware General Corporation Law.

Bally's Certificate of Incorporation provides for the indemnification of
directors and officers of Bally, and persons who serve or served at the request
of Bally as a director, officer, employee or agent of another corporation,
including service with respect to employee benefit plans, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties in amounts paid or to be paid in settlement) reasonably
incurred with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative; provided, however, Bally shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
Bally's Board of Directors. In the event a claim for indemnification by any
person has not been paid in full by Bally after written request has been
received, the claimant may at any time thereafter bring suit against Bally to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. The right to indemnification conferred in Bally's Certificate of
Incorporation is a contract right and shall include the right to be paid by
Bally the expenses incurred in defending any such proceeding in advance of its
final disposition. Bally maintains insurance, at its expense, to protect itself
and any director, officer, employee or agent of Bally against any such expense,
liability or loss, whether or not Bally would have the power to indemnify such
person against such expense, liability or loss under state law.

Bally has entered into indemnification agreements with each of its directors and
officers. The indemnification agreements require, among other things, Bally to
indemnify the officers and directors to the fullest extent permitted by law, and
to advance to such directors and officers all related expenses, subject to
reimbursement if it is subsequently determined that indemnification is not
permitted. Bally must also indemnify and advance all expenses incurred by such
directors and officers seeking to enforce their rights under the indemnification
agreements, and covers directors and officers under Bally's directors' and
officers' liability insurance. Although the indemnification agreements offer
substantially the same scope of coverage afforded by provisions in Bally's
Certificate of Incorporation, they provide greater assurance to directors and
officers that indemnification will be available because, as contracts, they
cannot be modified unilaterally in the future by the Board of Directors or
stockholders of Bally to eliminate the rights provided therein.

ITEM 21. EXHIBITS AND FINANCIAL DATA SCHEDULES

     (a) EXHIBITS

3.1          Restated Certificate of Incorporation of the Company (filed as an
             exhibit to the Company's registration statement on Form S-1 filed
             January 3, 1996, registration no. 33-99844).

3.2          Amended and Restated By-Laws of the Company (filed as an exhibit to
             the Company's registration statement on Form S-1 filed January 3,
             1996, registration no. 33-99844).

3.3      *   Articles of Organization of 59th Street Gym LLC


3.4      *   Operating Agreement of 59th Street Gym LLC

3.5      *   Articles of Organization of 708 Gym LLC

3.6      *   Operating Agreement of 708 Gym LLC

3.7      *   Amended Articles of Organization of Ace, LLC

3.8      *   Operating Agreement of Ace, LLC

3.9      *   Certificate of Incorporation of Bally Fitness Franchising, Inc.

                                      II-1



3.10     *   Bylaws of Bally Fitness Franchising, Inc.

3.11     *   Certificate of Incorporation of Bally Franchise RSC, Inc.

3.12     *   Bylaws of Bally Franchise RSC, Inc.

3.13     *   Amended Articles of Incorporation of Bally Franchising Holdings,
             Inc.

3.14     *   Bylaws of Bally Franchising Holdings, Inc.

3.15     *   Certificate of Incorporation of Bally Total Fitness Clinics, Inc.

3.16     *   Bylaws of Bally Total Fitness Clinics, Inc.

3.17     *   Amended Certificate of Incorporation of Bally Total Fitness
             Corporation

3.18     *   Bylaws of Bally Total Fitness Corporation

3.19     *   Amended Articles of Incorporation of Bally Total Fitness
             International, Inc.

3.20     *   Bylaws of Bally Total Fitness International, Inc.

3.21     *   Amended Articles of Incorporation of Bally Total Fitness of
             Missouri, Inc.

3.22     *   Bylaws of Bally Total Fitness of Missouri, Inc.

3.23     *   Incorporation of Bally Total Fitness of Toledo, Inc.

3.24     *   Bylaws of Bally Total Fitness of Toledo, Inc.

3.25     *   Certificate of Incorporation of Bally's Fitness and Racquet Clubs,
             Inc.

3.26     *   Bylaws of Bally's Fitness and Racquet Clubs, Inc.

3.27     *   Certificate of Incorporation of BFIT Rehabilitation Services, Inc.

3.28     *   Bylaws of BFIT Rehabilitation Services, Inc.

3.29     *   Articles of Incorporation of BFIT Rehab of Boca Raton, Inc.

3.30     *   Bylaws of BFIT Rehab of Boca Raton, Inc.

3.31     *   Certificate of Incorporation of BFIT Rehab of Kendall, Inc.

3.32     *   Bylaws of BFIT Rehab of Kendall, Inc.

3.33     *   Articles of Incorporation of BFIT Rehab of West Palm Beach, Inc.

3.34     *   Bylaws of BFIT Rehab of West Palm Beach, Inc.

3.35     *   Certificate of Incorporation of Connecticut Coast Fitness Centers,
             Inc.

3.36     *   Bylaws of Connecticut Coast Fitness Centers, Inc.

3.37     *   Amended Certificate of Incorporation of Connecticut Valley Fitness
             Centers, Inc.

3.38     *   Bylaws of Connecticut Valley Fitness Centers, Inc.

3.41     *   Certificate of Organization of Crunch LA LLC

3.42     *   Operating Agreement of Crunch LA LLC

3.43     *   Certificate of Incorporation of Crunch World LLC

3.44     *   Operating Agreement of Crunch World LLC

3.45     *   Certificate of Incorporation of Flambe LLC

3.46     *   Operating Agreement of Flambe LLC

3.47     *   Certificate of Incorporation of Greater Philly No. 1 Holding
             Company

3.48     *   Bylaws of Greater Philly No. 1 Holding Company

3.49     *   Certificate of Incorporation of Greater Philly No. 2 Holding
             Company

3.50     *   Bylaws of Greater Philly No. 2 Holding Company

3.51     *   Certificate of Incorporation of Health & Tennis Corporation of New
             York

3.52     *   Bylaws of Health & Tennis Corporation of New York

3.53     *   Certificate of Incorporation of Holiday Health Clubs of the East
             Coast, Inc.

3.54     *   Bylaws of Holiday Health Clubs of the East Coast, Inc.

3.55     *   Certificate of Incorporation of Holiday Health & Fitness Centers of
             New York, Inc.

3.56     *   Bylaws of Holiday Health & Fitness Centers of New York, Inc.

3.57     *   Articles of Incorporation of Holiday Health Clubs and Fitness
             Centers, Inc.

3.58     *   Bylaws of Holiday Health Clubs and Fitness Centers, Inc.

3.59     *   Certificate of Incorporation of Holiday Health Clubs of the
             Southeast, Inc.

3.60     *   Bylaws of Holiday Health Clubs of the Southeast, Inc.

3.61     *   Articles of Incorporation of Holiday/Southeast Holding Corp.

3.62     *   Bylaws of Holiday/Southeast Holding Corp.

3.63     *   Certificate of Incorporation of Holiday Spa Health Clubs of
             California

3.64     *   Bylaws of Holiday Spa Health Clubs of California

3.65     *   Amended Certificate of Incorporation of Holiday Universal, Inc.

3.66     *   Bylaws of Holiday Universal, Inc.

3.67     *   Amended Certificate of Incorporation of Crunch Fitness
             International, Inc.

                                      II-2



3.68     *   Bylaws of Crunch Fitness International, Inc.

3.69     *   Certificate of Incorporation of Jack La Lanne Fitness Centers, Inc.

3.70     *   Bylaws of Jack La Lanne Fitness Centers, Inc.

3.71     *   Amended Certificate of Incorporation of Jack La Lanne Holding Corp.

3.72     *   Bylaws of Jack La Lanne Fitness Centers, Inc.

3.73     *   Certificate of Incorporation of Manhattan Sports Club, Inc.

3.74     *   Bylaws of Manhattan Sports Club, Inc.

3.75     *   Amended Certificate of Organization of Mission Impossible, LLC

3.76     *   Operating Agreement of Mission Impossible, LLC

3.77     *   Amended Certificate of Incorporation of New Fitness Holding Co.,
             Inc.

3.78     *   Bylaws of New Fitness Holding Co., Inc.

3.79     *   Certificate of Incorporation of Nycon Holding Co., Inc.

3.80     *   Bylaws of Nycon Holding Co., Inc.

3.81     *   Certificate of Incorporation of Physical Fitness Centers of
             Philadelphia, Inc.

3.82     *   Bylaws of Physical Fitness Centers of Philadelphia, Inc.

3.83     *   Amended Articles of Incorporation of PowerFlex Corporation

3.84     *   Bylaws of PowerFlex Corporation

3.85     *   Amended Articles of Incorporation of Providence Fitness Centers,
             Inc.

3.86     *   Bylaws of Providence Fitness Centers, Inc.

3.87     *   Certificate of Incorporation of Rhode Island Holding Company

3.88     *   Bylaws of Rhode Island Holding Company

3.89     *   Certificate of Incorporation of Scandinavian Health Spa, Inc.

3.90     *   Bylaws of Scandinavian Health Spa, Inc.

3.91     *   Certificate of Incorporation of Scandinavian US Swim & Fitness,
             Inc.

3.92     *   Bylaws of Scandinavian US Swim & Fitness, Inc.

3.93     *   Certificate of Incorporation of Soho Ho LLC

3.94     *   Operating Agreement of Soho Ho LLC

3.95     *   Certificate of Incorporation of Sportslife, Inc.

3.96     *   Bylaws of Sportslife, Inc.

3.97     *   Certificate of Incorporation of Sportslife Gwinnett, Inc.

3.98     *   Bylaws of Sportslife Gwinnett, Inc.

3.99     *   Certificate of Incorporation of Sportslife Roswell, Inc.

3.100    *   Bylaws of Sportslife Roswell, Inc.

3.101    *   Certificate of Incorporation of Sportslife Stone Mountain, Inc.

3.102    *   Bylaws of Sportslife Stone Mountain, Inc.

3.103    *   Articles of Incorporation of Sportslife Town Center II, Inc.

3.104    *   Bylaws of Sportslife Town Center II, Inc.

3.105    *   Amended Certificate of Incorporation of Tidelands Holiday Health
             Clubs, Inc.

3.106    *   Bylaws of Tidelands Holiday Health Clubs, Inc.

3.107    *   Articles of Incorporation of U.S. Health, Inc.

3.108    *   Bylaws of U.S. Health, Inc.

3.109    *   Certificate of Organization of West Village Gym at the Archives LLC

3.110    *   Operating Agreement of West Village Gym at the Archives LLC

4.1          Indenture dated as of July 2, 2003 among the Company and the
             Subsidiary Guarantors and U.S. Bank Trust National Association, as
             Trustee, including the form of Series A Senior Notes due 2011, the
             form of Series B Senior Notes due 2011, and the form of the
             Guarantee thereof (filed as an exhibit to the Company's Quarterly
             Report on Form 10-Q, file no. 0-27478, for the quarter ended June
             30, 2003).

4.2          First Supplemental Indenture dated as of July 22, 2003, among the
             Company and the Subsidiary Guarantors and U.S. Bank Trust National
             Association, as Trustee (filed as an exhibit to the Company's
             Quarterly Report on Form 10-Q, file no. 0-27478, for the quarter
             ended June 30, 2003).

4.3          Indenture dated as of December 16, 1998 between the Company and
             U.S. Bank Trust National Association, as Trustee, including the
             form of Series C Notes and form of Series D Notes (filed as an
             exhibit to the

                                      II-3



             Company's Annual Report on Form 10-K, file no. 0-27478, for the
             fiscal year ended December 31, 1998).

4.4          Indenture dated as of October 7, 1997 between the Company and First
             Trust National Association, as Trustee, including the form of Old
             Note and form of New Note (filed as an exhibit to the Company's
             registration statement on Form S-4 filed October 31, 1997,
             registration no. 333-39195).

5.1      *   Opinion of Latham & Watkins, LLP.

5.2      *   Opinion of Cary A. Gaan, Senior Vice President, Secretary and
             General Counsel of Bally.

10.1         Guarantee and Collateral Agreement dated as of November 18, 1997
             made by the Company and certain of its subsidiaries in favor of The
             Chase Manhattan Bank, as Collateral Agent (filed as an exhibit to
             the Company's registration statement on Form S-4 filed December 11,
             1997, registration no. 333-39195).

10.2         Amended and Restated Pooling and Servicing Agreement dated as of
             December 16, 1996 among H & T Receivable Funding Corporation, as
             Transferor, Bally Total Fitness Corporation, as Servicer and Texas
             Commerce Bank National Association, as Trustee (filed as an exhibit
             to the Company's Annual Report on Form 10-K, file no. 0-27478, for
             the fiscal year ended December 31, 1996).

10.3         Series 1996-1 Supplement dated as of December 16, 1996 to the
             Pooling and Servicing Agreement dated as of December 16, 1996 among
             H & T Receivable Funding Corporation, as Transferor, Bally Total
             Fitness Corporation, as Servicer and Texas Commerce Bank National
             Association, as Trustee (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended December 31, 1996).

10.4         Amended and Restated Back-up Servicing Agreement dated as of
             December 16, 1996 among H & T Receivable Funding Corporation, as
             Transferor, Bally Total Fitness Corporation, as Servicer and Texas
             Commerce Bank National Association, as Trustee (filed as an exhibit
             to the Company's Annual Report on Form 10-K, file no. 0-27478, for
             the fiscal year ended December 31, 1996).

10.5         Tax Sharing Agreement dated as of April 6, 1983 between the Company
             and Bally Entertainment Corporation (filed as an exhibit to the
             Company's registration statement on Form S-1 filed January 15,
             1993, registration no. 33-52868).

10.6         Tax Allocation and Indemnity Agreement dated as of January 9, 1996
             between Bally Entertainment Corporation and the Company (filed as
             an exhibit to the Company's Annual Report on Form 10-K, file no.
             0-27478, for the fiscal year ended December 31, 1995).

10.7         First Amendment dated as of May 20, 1996 to the Tax Allocation and
             Indemnity Agreement dated as of January 9, 1996 between Bally
             Entertainment Corporation and the Company (filed as an exhibit to
             the Company's Quarterly Report on Form 10-Q, file no. 0-27478, for
             the quarter ended June 30, 1996).

10.8         Transitional Services Agreement dated as of January 9, 1996 between
             Bally Entertainment Corporation and the Company (filed as an
             exhibit to the Company's Annual Report on Form 10-K, file no.
             0-27478, for the fiscal year ended December 31, 1995).

10.9         The Company's 1996 Non-Employee Directors' Stock Option Plan (filed
             as an exhibit to the Company's registration statement on Form S-1
             filed January 3, 1996, registration no. 33-99844).

10.10        The Company's 1996 Long-Term Incentive Plan (filed as an exhibit to
             the Company's registration statement on Form S-1 filed January 3,
             1996, registration no. 33-99844).

10.11        First Amendment dated as of November 21, 1997 to the Company's 1996
             Long-Term Incentive Plan (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended December 31, 1997).

                                      II-4



10.12        Second Amendment dated as of February 24, 1998 to the Company's
             1996 Long-Term Incentive Plan (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended December 31, 1997).

10.13        The Company's Management Retirement Savings Plan (filed as an
             exhibit to the Company's Annual Report on Form 10-K, file no.
             0-27478, for the fiscal year ended December 31, 1995).

10.14        First Amendment dated as of November 19, 1996 to the Company's
             Management Retirement Savings Plan (filed as an exhibit to the
             Company's Annual Report on Form 10-K, file no. 0-27478, for the
             fiscal year ended December 31, 1996).

10.15        Second Amendment dated as of February 24, 1998 to the Company's
             Management Retirement Savings Plan (filed as an exhibit to the
             Company's Annual Report on Form 10-K, file no. 0-27478, for the
             fiscal year ended December 31, 1997).

10.16        The Company's 1997 Bonus Plan (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended December 31, 1997).

10.17        First Amendment dated as of February 24, 1998 to the Company's 1997
             Bonus Plan (filed as an exhibit to the Company's Annual Report on
             Form 10-K, file no. 0-27478, for the fiscal year ended December 31,
             1997).

10.18        First Amendment dated as of April 27, 1999 to the Series 1996-1
             Supplement to Amended and Restated Pooling and Servicing Agreement
             among H & T Receivable Funding Corporation, as Transferor, Bally
             Total Fitness Corporation, as Servicer, and Texas Commerce Bank
             National Association, as Trustee (filed as an exhibit to the
             Company's Quarterly Report on Form 10-Q, file no. 0-27478, for the
             quarter ended March 31, 1999).

10.19        Series 2001-1 Supplement dated as of November 30, 2001 to the
             Amended and Restated Pooling and Servicing Agreement dated as of
             December 16, 1996 among H & T Receivable Funding Corporation, as
             Transferor, Bally Total Fitness Corporation, as Servicer and
             JPMorgan Chase Bank, as Trustee (filed as an exhibit to the
             Company's Annual Report on Form 10-K, file no. 0-27478, for the
             fiscal year ended December 31, 2001).

10.20        Certificate Purchase Agreement dated as of November 30, 2001 among
             H & T Receivable Funding Corporation, as Transferor, Bally Total
             Fitness Corporation, as Servicer, various financial institutions as
             Conduit Purchasers and Canadian Imperial Bank of Commerce, as
             Managing and Administrative Agent (filed as an exhibit to the
             Company's Annual Report on Form 10-K, file no. 0-27478, for the
             fiscal year ended December 31, 2001).

10.21        Amended and Restated Credit Agreement dated as of November 18, 1997
             as amended and restated as of July 2, 2003 among the Company,
             several banks and financial institutions which are parties thereto
             and JPMorgan Chase Bank, as Agent (filed as an exhibit to the
             Company's Quarterly Report on Form 10-Q, file no. 0-27478, for the
             quarter ended June 30, 2003)..

10.22        Letter Agreement, dated March 19, 2003, between Bally Total Fitness
             Holding Corporation, SLS Management, LLC., and Scott L. Swid (filed
             as an exhibit to the Company's Current Report on Form 8-K, file no.
             0-27478, dated March 21, 2003).

10.23        Letter Agreement, dated March 19, 2003, between Bally Total Fitness
             Holding Corporation and Martin E. Franklin (filed as an exhibit to
             the Company's Current Report on Form 8-K, file no. 0-27478, dated
             March 21, 2003).

10.24        Employment Agreement effective as of January 1, 2003 between the
             Company and Paul A. Toback (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended

                                      II-5



             December 31, 2002).

10.25        Employment Agreement effective as of January 1, 2003 between the
             Company and John W. Dwyer (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended December 31, 2002).

10.26        Employment Agreement effective as of January 1, 2003 between the
             Company and John H. Wildman (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended December 31, 2002).

10.27        Employment Agreement effective as of January 1, 2003 between the
             Company and William G. Fanelli (filed as an exhibit to the
             Company's Annual Report on Form 10-K, file no. 0-27478, for the
             fiscal year ended December 31, 2002).

10.28        Employment Agreement effective as of January 1, 2003 between the
             Company and Cary A. Gaan (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended December 31, 2002).

10.29        Employment Agreement effective as of January 1, 2003 between the
             Company and Harold Morgan (filed as an exhibit to the Company's
             Annual Report on Form 10-K, file no. 0-27478, for the fiscal year
             ended December 31, 2002).

12       *   Statement of Computation of Ratios of Earnings to Fixed Charges.

21       *   List of subsidiaries of the registrants.

23.1     *   Consent of Ernst & Young LLP.

23.2     *   Consent of Latham & Watkins, LLP (contained in opinion filed as
             Exhibit 5.1).

23.3     *   Consent of Cary A. Gaan, Senior Vice President, Secretary and
             General Counsel of Bally (contained in opinion filed as Exhibit
             5.2).

24       *   Powers of Attorney for registrants (set forth following the
             signature page hereto).

25       *   Form T-1 Statement of Eligibility and Qualification under the Trust
             Indenture Act of 1939, as amended, of U.S. Bank National
             Association, as Trustee.

         *   Filed herewith.

ITEM 22. UNDERTAKINGS


         The undersigned registrants hereby undertake as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.

         The undersigned registrants hereby undertake that every prospectus (1)
that is filed pursuant to the immediately preceding paragraph or (2) that
purports to meet the requirements of Section 10(a)(3) of the Securities Act of
1933 and is used in connection with an offering of securities subject to Rule
415, will be filed as a part of an

                                      II-6



amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by final
adjudication of such issue.

         The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

         The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                      II-7



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Bally Total
Fitness Holding Corporation has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on September 25, 2003.

                BALLY TOTAL FITNESS HOLDING CORPORATION

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                59TH STREET GYM LLC

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Manager

                708 GYM LLC

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Manager

                ACE, LLC

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Manager

                BALLY FITNESS FRANCHISING, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                                      II-8



                BALLY FRANCHISE RSC, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BALLY FRANCHISING HOLDINGS, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BALLY TOTAL FITNESS CLINICS, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BALLY TOTAL FITNESS CORPORATION

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BALLY TOTAL FITNESS INTERNATIONAL, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BALLY TOTAL FITNESS OF MISSOURI, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                                      II-9



                BALLY TOTAL FITNESS OF TOLEDO, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BALLY'S FITNESS AND RACQUET CLUBS, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BFIT REHABILITATION SERVICES, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BFIT REHAB OF BOCA RATON, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BFIT REHAB OF KENDALL, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                BFIT REHAB OF WEST PALM BEACH, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                CONNECTICUT COAST FITNESS CENTERS, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                                     II-10




                CONNECTICUT VALLEY FITNESS CENTERS, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                CRUNCH LA LLC

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Manager

                CRUNCH WORLD LLC

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Manager

                FLAMBE LLC

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Manager

                GREATER PHILLY NO. 1 HOLDING COMPANY

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                GREATER PHILLY NO. 2 HOLDING COMPANY

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                HEALTH & TENNIS CORPORATION OF NEW YORK

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                                     II-11



                HOLIDAY HEALTH CLUBS OF THE EAST COAST, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                HOLIDAY HEALTH & FITNESS CENTERS OF NEW YORK, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                HOLIDAY HEALTH CLUBS AND FITNESS CENTERS, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                HOLIDAY HEALTH CLUBS OF THE SOUTHEAST, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                HOLIDAY/SOUTHEAST HOLDING CORP.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                HOLIDAY UNIVERSAL, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                                     II-12



               CRUNCH FITNESS INTERNATIONAL, INC.

               By: /s/John W. Dwyer
                   ----------------

                   Name: John W. Dwyer
                   Title: Executive Vice President, Chief Financial Officer and
                           Director

               JACK LA LANNE FITNESS CENTERS, INC.

               By: /s/John W. Dwyer
                   ----------------

                   Name: John W. Dwyer
                   Title: Executive Vice President, Chief Financial Officer and
                           Director

               JACK LA LANNE HOLDING CORP.

               By: /s/John W. Dwyer
                   ----------------

                   Name: John W. Dwyer
                   Title: Executive Vice President, Chief Financial Officer and
                           Director

               MANHATTAN SPORTS CLUB, INC.

               By: /s/John W. Dwyer
                   ----------------

                   Name: John W. Dwyer
                   Title: Executive Vice President, Chief Financial Officer and
                           Director

               MISSION IMPOSSIBLE, LLC

               By: /s/John W. Dwyer
                   ----------------

                   Name: John W. Dwyer
                   Title: Executive Vice President, Chief Financial Officer and
                           Manager

               NEW FITNESS HOLDING CO., INC.

               By: /s/John W. Dwyer
                   ----------------

                   Name: John W. Dwyer
                   Title: Executive Vice President, Chief Financial Officer and
                           Director

               NYCON HOLDING CO., INC.

               By: /s/John W. Dwyer
                   ----------------

                   Name: John W. Dwyer
                   Title: Executive Vice President, Chief Financial Officer and
                           Director

                                     II-13


                PHYSICAL FITNESS CENTERS OF PHILADELPHIA, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                POWERFLEX CORPORATION

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                PROVIDENCE FITNESS CENTERS, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                RHODE ISLAND HOLDING COMPANY

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                SCANDINAVIAN HEALTH SPA, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                SCANDINAVIAN US SWIM & FITNESS, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                SOHO HO LLC

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Manager

                                     II-14



                SPORTSLIFE, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                SPORTSLIFE GWINNETT, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                SPORTSLIFE ROSWELL, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                SPORTSLIFE STONE MOUNTAIN, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                SPORTSLIFE TOWN CENTER II, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                TIDELANDS HOLIDAY HEALTH CLUBS, INC.

                By:  /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                U.S. HEALTH, INC.

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Director

                                     II-15



                WEST VILLAGE GYM AT THE ARCHIVES LLC

                By: /s/John W. Dwyer
                    ----------------

                    Name: John W. Dwyer
                    Title: Executive Vice President, Chief Financial Officer and
                            Manager

                                      II-16


                                POWER OF ATTORNEY

         The undersigned directors and officers of Bally Total Fitness Holding
Corporation and each of the other registrants named herein hereby constitute and
appoint Paul A. Toback and John W. Dwyer with full power to act and with full
power of substitution and resubstitution, our true and lawful attorneys-in-fact
with full power to execute in our name and behalf in the capacities indicated
below this Registration Statement on Form S-4 and any and all amendments
thereto, including post-effective amendments to this Registration Statement and
to sign any and all additional registration statements relating to the same
offering of securities as this Registration Statement that are filed pursuant to
Rule 462(b) of the Securities Act of 1933, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and hereby ratify and confirm that said
attorney-in-fact, or his substitutes shall lawfully do or cause to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.

BALLY TOTAL FITNESS HOLDING CORPORATION



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------            -----------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------            Chairman of the Board, President and            September 25, 2003
Paul A. Toback                                Chief Executive Officer

/s/ John W. Dwyer
- ----------------------------------            Executive Vice President, Chief Financial       September 25, 2003
John W. Dwyer                                 Officer and Director

/s/ Theodore P. Noncek
- ----------------------------------            Vice President, Controller                      September 25, 2003
Theodore P. Noncek                            (principal accounting officer)

/s/ J. Kenneth Looloian
- ----------------------------------            Director                                        September 25, 2003
J. Kenneth Looloian

/s/ James F. McAnally, M.D.
- ----------------------------------            Director                                        September 25, 2003
James F. McAnally, M.D.

/s/ Martin E. Franklin
- ----------------------------------            Director                                        September 25, 2003
Martin E. Franklin

/s/ John W. Rogers, Jr.
- ----------------------------------            Director                                        September 25, 2003
John W. Rogers, Jr.

/s/ Stephen C. Swid
- ----------------------------------            Director                                        September 25, 2003
Stephen C. Swid


                                      II-17


59TH STREET GYM LLC



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Manager

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Manager

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Manager                                            September 25, 2003
Cary A. Gaan

708 GYM LLC

             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Manager

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Manager

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Manager                                            September 25, 2003
Cary A. Gaan

ACE, LLC

             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Manager

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Manager

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Manager                                            September 25, 2003
Cary A. Gaan



                                      II-18


BALLY FITNESS FRANCHISING, INC.



             SIGNATURE                                        TITLE                                 DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


BALLY FRANCHISE RSC, INC.

             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan

BALLY FRANCHISING HOLDINGS, INC.

             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-19


BALLY TOTAL FITNESS CLINICS, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- -----------------------------------        Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ---------------------------------          Director                                           September 25, 2003
Cary A. Gaan

BALLY TOTAL FITNESS CORPORATION

             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ Theodore P. Noncek
- ----------------------------------         Vice President, Controller                         September 25, 2003
Theodore P. Noncek                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan

BALLY TOTAL FITNESS INTERNATIONAL, INC.

             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-20


BALLY TOTAL FITNESS OF MISSOURI, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


BALLY TOTAL FITNESS OF TOLEDO, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


BALLY'S FITNESS AND RACQUET CLUBS, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                     II-21


BFIT REHABILITATION SERVICES, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


BFIT REHAB OF BOCA RATON, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


BFIT REHAB OF KENDALL, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-22


BFIT REHAB OF WEST PALM BEACH, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


CONNECTICUT COAST FITNESS CENTERS, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


                                      II-23


CONNECTICUT VALLEY FITNESS CENTERS, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


CRUNCH LA LLC



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Manager

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Manager

/s/ Cary A. Gaan
- ----------------------------------         Manager                                            September 25, 2003
Cary A. Gaan


CRUNCH WORLD LLC



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-24


FLAMBE LLC



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Manager

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Manager

/s/ Cary A. Gaan
- ----------------------------------         Manager                                            September 25, 2003
Cary A. Gaan


GREATER PHILLY NO. 1 HOLDING COMPANY



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


                                      II-25


GREATER PHILLY NO. 2 HOLDING COMPANY



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- -----------------------------              Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- -----------------------------              Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- -----------------------------              Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- -----------------------------              Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- -----------------------------              Director                                           September 25, 2003
George Jaconetti


HEALTH & TENNIS CORPORATION OF NEW YORK



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


HOLIDAY HEALTH CLUBS OF THE EAST COAST, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-26


HOLIDAY HEALTH & FITNESS CENTERS OF NEW YORK, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- -----------------------------------        Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- -----------------------------------        Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Cary A. Gaan
- -----------------------------------        Director                                           September 25, 2003
Cary A. Gaan

/s/ Jerome B. Kahn
- -----------------------------------        Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- -----------------------------------        Director                                           September 25, 2003
George Jaconetti


HOLIDAY HEALTH CLUBS AND FITNESS CENTERS, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


HOLIDAY HEALTH CLUBS OF THE SOUTHEAST, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-27


HOLIDAY/SOUTHEAST HOLDING CORP.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


HOLIDAY UNIVERSAL, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-28


CRUNCH FITNESS INTERNATIONAL, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


JACK LA LANNE FITNESS CENTERS, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Willam Fanelli
- ----------------------------------         Director                                           September 25, 2003
Willam Fanelli


JACK LA LANNE HOLDING CORP.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-29


MANHATTAN SPORTS CLUB, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Willam Fanelli
- ----------------------------------         Director                                           September 25, 2003
Willam Fanelli


MISSION IMPOSSIBLE, LLC



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Manager

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Manager

/s/ Cary A. Gaan
- ----------------------------------         Manager                                            September 25, 2003
Cary A. Gaan


NEW FITNESS HOLDING CO., INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


                                      II-30


NYCON HOLDING CO., INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


PHYSICAL FITNESS CENTERS OF PHILADELPHIA, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


                                      II-31


POWERFLEX CORPORATION



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


PROVIDENCE FITNESS CENTERS, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


                                      II-32


RHODE ISLAND HOLDING COMPANY



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


SCANDINAVIAN HEALTH SPA, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer, (principal accounting officer) and
                                           Director

/s/ William Fanelli
- ----------------------------------         Director                                           September 25, 2003
William Fanelli

/s/ Jerome B. Kahn
- ----------------------------------         Director                                           September 25, 2003
Jerome B. Kahn

/s/ George Jaconetti
- ----------------------------------         Director                                           September 25, 2003
George Jaconetti


                                      II-33


SCANDINAVIAN US SWIM & FITNESS, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


SOHO HO LLC


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Manager

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Manager

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Manager                                            September 25, 2003
Cary A. Gaan


SPORTSLIFE, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-34


SPORTSLIFE GWINNETT, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


SPORTSLIFE ROSWELL, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


SPORTSLIFE STONE MOUNTAIN, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-35


SPORTSLIFE TOWN CENTER II, INC.



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


TIDELANDS HOLIDAY HEALTH CLUBS, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


U.S. HEALTH, INC.


             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------

/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-36


WEST VILLAGE GYM AT THE ARCHIVES LLC



             SIGNATURE                                        TITLE                                  DATE
- ----------------------------------         --------------------------------------------       ------------------
                                                                                        
/s/ Paul A. Toback
- ----------------------------------         Chairman of the Board, President and               September 25, 2003
Paul A. Toback                             Chief Executive Officer, Director

/s/ John W. Dwyer
- ----------------------------------         Executive Vice President and Chief Financial       September 25, 2003
John W. Dwyer                              Officer and Director

/s/ William G. Fanelli
- ----------------------------------         Senior Vice President, Finance                     September 25, 2003
William G. Fanelli                         (principal accounting officer)

/s/ Cary A. Gaan
- ----------------------------------         Director                                           September 25, 2003
Cary A. Gaan


                                      II-37

EX-3.3

                                                                     EXHIBIT 3.3

                            ARTICLES OF ORGANIZATION

                                       OF

                               59TH STREET GYM LLC

(Under Section 203 of the New York Limited Liability Company Law)


FIRST:   The name of this limited liability company is: 59th Street Gym LLC.


SECOND:  The county within this state in which the office of the limited
         liability company is to locate is: New York.

THIRD:   The latest date on which the limited liability company is to dissolve
         is December 31, 2097.

FOURTH:  The secretary of state is designated as agent of the limited liability
         company upon whom process against it may be served. The post office
         address within this state to which the secretary of state shall mail
         a copy of any process against the limited liability company served
         upon him or her is: 88 University Place, 11th Floor, New York, New York
         10003.

FIFTH:   The effective date of these Articles of Organization is the date of
         filing.

SIXTH:   This limited liability company is to be managed by its members.


         IN WITNESS WHEREOF, this certificate has been subscribed this 14 day of
November, 1997, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.

                                            /s/ Doug Levine
                                            ----------------------------------
                                            Doug Levine, Organizer
                                            88 University Place, 11th Floor
                                            New York, New York 10003



                            ARTICLES OF ORGANIZATION

                                       OF

                              59TH STREET GYM LLC

         UNDER SECTION 203 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW




                                    COUNSEL:

                                PENNIE & EDMONDS

                              3300 HILLVIEW AVENUE

                           PALO ALTO, CA 94304-1203

EX-3.4

                                                                     EXHIBIT 3.4










                               59TH STREET GYM LLC

                              OPERATING AGREEMENT



















                               59TH STREET GYM LLC
                               OPERATING AGREEMENT

         This Operating Agreement (this "Agreement") is entered into effective
December 31, 1997 by and among the signatories hereto.

                                   BACKGROUND

         The parties have agreed to organize and operate a limited liability
company in accordance with the terms and subject to the conditions set forth in
this Agreement.

                                    AGREEMENT

         The parties, intending legally to be bound, agree as follows:

                                    Article I
                                  Defined Terms

         The following capitalized terms shall have the meaning specified in
this Article I. Other terms are defined in the text of this Agreement; and,
throughout this Agreement, those terms shall have the meanings respectively
ascribed to them.

         "Adjusted Capital Account Deficit" means, with respect to any Economic
Interest Holder, the deficit balance, if any, in the Economic Interest Holder's
Capital Account as of the end of the relevant taxable year, after giving effect
to the following adjustments:

         (i) the deficit shall be decreased by the amounts, if any, which the
Economic Interest Holder is obligated to restore pursuant to Section 4.4.2 or is
deemed obligated to restore pursuant to Regulation Section 1.704-1 (b) (2) (ii)
(c); and

         (ii) the deficit shall be increased by the items described in
Regulation Sections 1.704-(b) (2) (ii)-(d)(4), (5), and (6).

         "Adjusted Capital Balance" means, as of any day, an Economic Interest
Holder's total Capital Contributions less all amounts actually distributed to
the Economic Interest Holder pursuant to Sections 4.1 and 4.4 hereof. If any
Economic Interest is transferred in accordance with the terms of this Agreement,
the transferee shall succeed to the Adjusted Capital Balance of the transferor
to the extent the Adjusted Capital Balance relates to the Economic Interest
transferred.

         "Affiliate" means, with respect to any Member, any Person: (i) which
owns more than five percent (5%) of the voting interests in the Member; or (ii)
in which the Member owns more than five



                                       1



percent (5%) of the voting interests; or (iii) in which more than five percent
(5%) of the voting interests are owned by a Person who has a relationship with
the Member described in clause (i) or (ii) above or who otherwise controls, is
controlled by, or under common control with, another person.

         "Agreement" means this Operating Agreement, as amended from time to
time.

         "Capital Account" means the account to be maintained by the Company for
each Economic Interest Holder in accordance with the following provisions:

             (i) an Economic Interest Holder's Capital Account shall be credited
with the Economic Interest Holder's Capital Contributions, the amount of any
Company liabilities assumed by the Economic Interest Holder (or which are
secured by Company property distributed to the Economic Interest Holder), the
Economic Interest Holder's distributive share of Profit and any item in the
nature of income or gain specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3); and

             (ii) an Economic Interest Holder's Capital Account shall be debited
with the amount of money and the fair market value of any Company property
distributed to the Economic Interest Holder, the amount of any liabilities of
the Economic Interest Holder assumed by the Company (or which are secured by
property contributed by the Economic Interest Holder to the Company), the
Economic Interest Holder's distributive share of Loss and any item in the nature
of expenses or losses specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3).

         If any Economic Interest is transferred pursuant to the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor
to the extent the Capital Account is attributable to the transferred Economic
Interest. If the book value of Company property is adjusted pursuant to Section
4.3.3, the Capital Account of each Economic Interest Holder shall be adjusted to
reflect the aggregate adjustment in the same manner as if the Company had
recognized gain or loss equal to the amount of such aggregate adjustment. It is
intended that the Capital Accounts of all Economic Interest Holders shall be
maintained in compliance with the provisions of Regulation Section 1.704-1(b),
and all provisions of this Agreement relating to the maintenance of Capital
Accounts shall be interpreted and applied in a manner consistent with that
Regulation.

         "Capital Contribution" means the total amount of cash and the fair
market value of any other assets contributed (or deemed contributed under
Regulation Section 1.704-1(b)(2)(iv) (d)) to the






                                       2



Company by a Member, net of liabilities assumed or to which the assets are
subject.

         "Cash Flow" means all cash funds derived from operations of the Company
(including interest received on reserves), without reduction for any noncash
charges, but less cash funds used to pay current operating expenses and to pay
or establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Members. Cash Flow shall be
increased by the reduction of any reserve previously established.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.

         "Company" means the limited liability company formed in accordance with
this Agreement.

         "Economic Interest" means a Person's share of the Profits and Losses
of, and the right to receive distributions from, the Company.

         "Economic Interest Holder" means any Person who holds an Economic
Interest, whether as a Member or an unadmitted assignee of a Member.

         "Involuntary Withdrawal" means, with respect to any Member, the
occurrence of any of the following events:

             (i) the Member makes an assignment for the benefit of creditors;

             (ii) the Member files a voluntary petition of bankruptcy;

             (iii) the Member is adjudged bankrupt or insolvent or there is
entered against the Member an order for relief in any bankruptcy or insolvency
proceeding;

             (iv) the Member files a petition seeking for the Member any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

             (v) the Member seeks, consents to, or acquiesces in the appointment
of a trustee for, receiver for, or liquidation of the Member or of all or any
substantial part of the Member's properties;

             (vi) the Member files an answer for other pleading admitting or
failing to contest the material allegations of a petition filed against the
Member in any proceeding described in Subsections (i) through (v);





                                       3




             (vii) any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law, or regulation, continues for one hundred twenty
(120) days after the commencement thereof, or the appointment of a trustee,
receiver, or liquidator for the Member or all or any substantial part of the
Member's properties without the Member's agreement or acquiescence, which
appointment is not vacated or stayed for one hundred twenty (120) days or, if
the appointment is stayed, for one hundred twenty (120) days after the
expiration of the stay during which period the appointment is not vacated;

             (viii) if the Member is an individual, the Member's death,
incapacity, or adjudication by a court of competent jurisdiction as incompetent
to manage the Member's person or property;

             (ix) if the Member is acting as a Member by virtue of being a
trustee of a trust, the termination of the trust;

             (x) if the Member is a partnership or limited liability company,
the dissolution and commencement of winding up of the partnership or limited
liability company;

             (xi) if the Member is a corporation, the dissolution of the
corporation or the revocation of its charter;

             (xii) if the Member is an estate, the distribution by the fiduciary
of the estate's entire interest in the Company;

         "Law" means the New York Limited Liability Company Law, as amended from
time to time.

         "Member" means each Person who has signed this Agreement and any Person
who subsequently is admitted as a member of the Company.

         "Membership Interest" means all of the rights of a Member in the
Company, including a Member's: (i) Economic Interest; (ii) right to inspect the
Company's books and records; (iii) right to participate in the management of and
vote on matters coming before the Company; and (iv) unless this Agreement or the
Articles of Organization provide to the contrary, right to act as an agent of
the Company.

         "Minimum Gain" has the meaning set forth in Regulation Section
1.704-2(d). Minimum Gain shall be computed separately for each Economic Interest
Holder in a manner consistent with the Regulations under Code Section 704(b).

         "Negative Capital Account" means a Capital Account with a balance of
less than zero.



                                       4

         "Percentage" means, as to a Member, the percentage set forth after the
Member's name on Exhibit A, as amended from time to time, and as to an Economic
Interest Holder who is not a Member, the Percentage of the Member whose Economic
Interest has been acquired by such Economic Interest Holder, to the extent the
Economic Interest Holder has succeeded to that Member's Economic Interest:

         "Person" means and includes an individual, corporation, partnership,
association, limited liability company, trust, estate, or other entity.

         "Positive Capital Account" means a Capital Account with a balance
greater than zero.

         "Profit" and "Loss" means, for each taxable year of the Company (or
other period for which Profit or Loss must be computed), the Company's taxable
income or loss determined in accordance with Code Section 703(a), with the
following adjustments:

             (i) all items of income, gain, loss, deduction, or credit required
to be stated separately pursuant to Code Section 703 (a) (1) shall be included
in computing taxable income or loss; and

             (ii) any tax-exempt income of the Company, not otherwise taken into
account in computing Profit or Loss, shall be included in computing taxable
income or loss; and

             (iii) any expenditures of the Company described in Code Section 705
(a)(2)(B) (or treated as such pursuant to Regulation Section
1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit
or Loss, shall be subtracted from taxable income or loss; and

             (iv) gain or loss resulting from any taxable disposition of Company
property shall be computed by reference to the adjusted book value of the
property disposed of, notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax purposes;
and

             (v) in lieu of the depreciation, amortization, or cost recovery
deductions allowable in computing taxable income or loss, there shall be taken
into account the depreciation computed based upon the adjusted book value of the
asset; and

             (vi) notwithstanding any other provision of this definition, any
items which are specially allocated pursuant to Section 4.3 hereof shall not be
taken into account in computing Profit or Loss.



                                       5




         "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

         "Transfer" means-when used as a noun-any sale, hypothecation, pledge,
assignment, attachment, or other transfer, and-when used as a verb-means to
sell, hypothecate, pledge, assign, or otherwise transfer.

         "Voluntary Withdrawal" means a Member's disassociation with the Company
by means other than a Transfer or an Involuntary Withdrawal.

                                   Article II
                    Formation and Name; Office; Purpose; Term

         2.1. Organization. The parties have organized a limited liability
company pursuant to the Law and the provisions of this Agreement and, for that
purpose, have caused Articles of Organization to be prepared, executed, and
filed with the New York Department of State.

         2.2. Name of the Company. The name of the Company shall be 59th Street
Gym LLC. The Company may do business under that name and under any other name or
names upon which the Members agree. If the Company does business under a name
other than that set forth in its Articles of Organization, then the Company
shall file a certificate as required by General Business Law ss. 130.

         2.3. Purpose. The Company is organized to engage in any business
permitted under the Law, except to do in New York any business for which any
statute of New York other than the Limited Liability Company Law specifically
requires some other business entity or natural person to be formed or used for
such business.

         2.4. Term. The term of the Company shall begin upon the filing of
Articles of Organization with the New York Department of State and shall
continue until December 31, 2097, unless its existence is sooner terminated
pursuant to Article VII of this Agreement.

         2.5. Registered Agent. The name and address of the Company's registered
agent in the State of New York shall be Doug Levine, 88 University Place, 11th
Floor, New York, New York 1003.

         2.6. Members. The name, present mailing address, and Percentage of each
Member are set forth on Exhibit A.





                                       6






                                   Article III
                       Members; Capital; Capital Accounts

         3.1. Initial Capital Contributions. On December 31, 1997 the Members
shall surrender and assign the assets, properties and business, and the Company
shall assume and agree to be bound by and pay the liabilities and obligations
all as set forth in the Assignment and Assumption Agreement by and between the
Company and the Members.

         3.2. No Additional Capital Contributions Required. No Member shall be
required to contribute any additional capital to the Company, unless required by
a vote of the Members holding two-thirds (2/3) in interest, and in no event in
an amount greater than twenty-five thousand dollars ($25,000). No Member shall
have any personal liability for any obligation of the Company.

         3.3. No Interest on Capital Contributions. Economic Interest Holders
shall not be paid interest on their Capital Contributions.

         3.4. Return of Capital Contributions. Except as otherwise provided in
this Agreement, no Economic Interest Holder shall have the right to receive any
return of any Capital Contribution.

         3.5. Form of Return of Capital. If an Economic Interest Holder is
entitled to receive a return of a Capital Contribution, the Company may
distribute cash, notes, property, or a combination thereof to the Economic
Interest Holder in return of the Capital Contribution.

         3.6. Capital Accounts. A separate Capital Account shall be maintained
for each Economic Interest Holder.

         3.7. Loans. Any Member may, at any time, make or cause a loan to be
made to the Company in any amount an on those terms as approved by a majority in
interest of the other Members.

                                   Article IV
                         Profit, Loss, and Distributions

         4.1. Distributions of Cash Flow. Cash Flow for each taxable year of the
Company shall be distributed to the Economic Interest Holders in proportion to
their Percentages no later than ninety (90) days after the end of the taxable
year.

         4.2. Allocation of Profit or Loss. After giving effect to the special
allocations set forth in Section 4.3, for any taxable year of the Company,
Profit or Loss shall be allocated to the Economic Interest Holders in proportion
to their Percentages.

         4.3. Regulatory Allocations.





                                       7


             4.3.1. Qualified Income Offset. No Economic Interest Holder shall
be allocated Losses or deductions if the allocation causes the Economic Interest
Holder to have an Adjusted Capital Account Deficit. If an Economic Interest
Holder receives (1) an allocation of Loss or deduction (or item thereof) or (2)
any distribution, which causes the Economic Interest Holder to have an Adjusted
Capital Account Deficit at the end of any taxable year, then all items of income
and gain of the Company (consisting of a pro rata a portion of each item of
Company income, including gross income and gain) for that taxable year shall be
allocated to that Economic interest Holder, before any other allocation is made
of Company items for that taxable year, in the amount and in proportions
required to eliminate the excess as quickly as possible. This Section 4.3.1 is
intended to comply with, and shall be interpreted consistently with, the
"qualified income offset" provisions of the Regulations promulgated under Code
Section 704(b).

             4.3.2. Minimum Gain Chargeback. Except as set forth in Regulation
Section 1.704-2(f)(2), (3), and (4), if, during any taxable year, there is a net
decrease in Minimum Gain, each Economic Interest Holder, prior to any other
allocation pursuant to this Article IV, shall be specially allocated items of
gross income and gain for such taxable year (and, if necessary, subsequent
taxable years) in an amount equal to that Economic Interest Holder's share of
the net decrease of Minimum Gain, computed in accordance with Regulation
Section 1.704-2(g). Allocations of gross income and gain pursuant to this
Section 4.3.2 shall be made first from gain recognized from the disposition of
Company assets subject to non-recourse liabilities (within the meaning of the
Regulations promulgated under Code Section 752), to the extent of the Minimum
Gain attributable to those assets, and thereafter, from a pro rata portion of
the Company's other items of income and gain for the taxable year. It is the
intent of the parties hereto that any allocation pursuant to this Section
4.3.2 shall constitute a "minimum gain chargeback" under Regulation Section
1.704-2(f).

             4.3.3. Contributed Property and Book-ups. In accordance with Code
Section 704(c) and the Regulations thereunder, as well as Regulation Section
1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and deduction with respect to
any property contributed (or deemed contributed) to the Company shall, solely
for tax purposes, be allocated among the Economic Interest Holders so as to take
account of any variation between the adjusted basis of the property to the
Company for federal income tax purposes and its fair market value at the date of
contribution (or deemed contribution). If the adjusted book value of any
Company asset is adjusted as provided herein, subsequent allocations of income,
gain, loss, and deduction with respect to the asset shall take account of any
variation between the adjusted basis of the asset for federal income tax
purposes and its adjusted book value in the manner required under Code Section
704(c) and the Regulations thereunder.





                                       8





         4.4. Liquidation and Dissolution.

             4.4.1. If the Company is liquidated, the assets of the Company
shall be distributed to the Economic Interest Holders in accordance with the
balances in their respective Capital Accounts, after taking into account the
allocations of Profit or Loss pursuant to Section 4.2, if any, and
distributions, if any, of cash or property pursuant to Section 4.1.

             4.4.2. No Economic Interest Holder shall be obligated to restore a
Negative Capital Account.

         4.5. General.

             4.5.1. Except as otherwise provided in this Agreement, the timing
and amount of all distributions shall be determined by the Members.

             4.5.2. If any assets of the Company are distributed in kind to the
Economic Interest Holders, those assets shall be valued on the basis of their
fair market value, and any Economic Interest Holder entitled to any interest in
those assets shall receive that interest as a tenant-in-common with all other
Economic Interest Holders so entitled. Unless the Members otherwise agree, the
fair market value of the assets shall be determine by an independent appraiser
who shall be selected by the Members. The Profit or Loss for each unsold
asset shall be determined as if the asset had been sold at its fair market
value, and the Profit or Loss shall be allocated as provided in Section 4.2 and
shall be properly credited or charged to the Capital Accounts of the Economic
Interest Holders prior to the distribution of the assets in liquidation pursuant
to Section 4.4.

             4.5.3. All Profit and Loss shall be allocated, and all
distributions shall be made to the Persons shown on the records of the Company
to have been Economic Interest Holders as of the last day of the taxable year
for which the allocation or distribution is to be made. Notwithstanding the
foregoing, unless the Company's taxable year is separated into segments, if
there is a Transfer or an involuntary Withdrawal during the taxable year,
the Profit and Loss shall be allocated between the original Economic Interest
Holder and the successor on the basis of the number of days each was an
Economic Interest Holder during the taxable year; provided, however, the
Company's taxable year shall be segregated into two or more segments in order to
account for Profit, Loss or proceeds attributable to any extraordinary
non-recurring items of the Company.

             4.5.4. The Members are hereby authorized, upon the advice of the
Company's tax counsel, to amend this Article IV to comply with the Code and the
Regulations promulgated under Code Section 704(b); provided, however, that no
amendment shall


                                       9



materially affect distributions to an Economic Interest Holder without the
Economic Interest Holder's prior written consent.

                                    Article V
                     Management: Rights, Powers, and Duties

         5.1. Management. The Company shall be managed by the Members. Except as
otherwise provided in this Agreement, each Member shall have the right to act
for and bind the Company in the ordinary course of its business.

         5.2. Meetings of and Voting by Members.

             5.2.1. A meeting of the Members may be called at any time by any
Member. Meetings of Members shall be held at the Company's principal place of
business or at any other place in New York, New York designated by the Person
calling the meeting. Not less than ten (10) nor more than sixty (60) days before
each meeting, the Person calling the meeting shall give written notice of the
meeting to each Member entitled to vote at the meeting. The notice shall state
the place, date, hour, and purpose of the meeting. Notwithstanding the foregoing
provisions, each Member who is entitled to notice waives notice if before or
after the meeting the Member signs a waiver of the notice which is filed with
the records of Members' meetings, or is present at the meeting in person or by
proxy without objecting to the lack of notice. Unless this Agreement provides
otherwise, at a meeting of Members, the presence in person or by proxy of
Members holding not less than a majority (over 50 percent) of the Percentages
then held by Members constitutes a quorum. A Member may vote either in person or
by written proxy signed by the Member or by the Member's duly authorized
attorney in fact.

             5.2.2. Except as otherwise provided in this Agreement, the
affirmative vote of Members holding a majority (over 50 percent) or more of the
Percentages then held by Members shall be required to approve any matter coming
before the Members.

             5.2.3. In lieu of holding a meeting, the Members may vote or
otherwise take action by a written instrument indicating the consent of Members
holding such Percentages then held by Members as would be required for Members
to take action under this operating agreement. No written consent shall be
effective to take such action unless within sixty (60) days of the earliest
dated consent delivered in accordance with the Law, signed consents sufficient
to take such action have been likewise delivered. If such consent is not
unanimous, prompt notice shall be given to those Members who have not
consented in writing but who would have been entitled to vote thereon had such
action been taken at a meeting.


                                       10



         5.3. Personal Service. No Member shall be required to perform services
for the Company solely by virtue of being a Member. Unless approved by the
Members, no Member shall be entitled to compensation for services performed for
the Company. However, upon substantiation of the amount and purpose thereof, the
Members shall be entitled to reimbursement for expenses reasonably incurred in
connection with the activities of the Company.

         5.4. Duties of Parties.

             5.4.1. The Members shall devote such time to the business and
affairs of the Company as is necessary to carry out the Members' duties set
forth in this Agreement.

             5.4.2. Except as otherwise expressly provided in Section 5.4.3,
nothing in this Agreement shall be deemed to restrict in any way the rights of
any Member, or of any Affiliate of any Member, to conduct any other business or
activity whatsoever, and no Member shall be accountable to the Company or to any
other Member with respect to that business or activity even if the business or
activity competes with the Company's business. The organization of the Company
shall be without prejudice to the Members' respective rights (or the rights of
their respective Affiliates) to maintain, expand, or diversify such other
interests and activities and to receive and enjoy profits or compensation
therefrom. Each Member waives any rights the Member might otherwise have to
share or participate in such other interests or activities of any other Member
or the Member's Affiliates.

             5.4.3. Each Member understands and acknowledges that the conduct of
the Company's business may involve business dealings and undertakings with
Members and their Affiliates. In any of those cases, those dealings and
undertakings shall be at arm's length and on commercially reasonable terms.

         5.5. Liability and Indemnification.

             5.5.1. A Member shall not be liable, responsible, or accountable,
in damages or otherwise, to any other Member or to the Company for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.

             5.5.2. The Company shall indemnify each Member for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.



                                       11




                                   Article VI
                Transfer of interests and Withdrawal of Members

         6.1. Transfers. No Member may Voluntarily Transfer all, or any portion
of, or any interest or rights in, the Membership Interest owned by the Member.
Each Member hereby acknowledges the reasonableness of this prohibition in view
of the purposes of the Company and the relationship of the Members. The
voluntary Transfer of any Membership Interests, including Economic Interests, in
violation of the prohibition contained in this Section 6.1 shall be deemed
invalid, null and void, and of no force or effect. Any Person to whom Membership
Interests are attempted to be transferred in violation of this Section 6.1 shall
not be entitled to vote on matters coming before the Members, participate in the
management of the Company, act as an agent of the Company, receive distributions
from the Company, or have any other rights in or with respect to the Membership
Interests.

         6.2. Voluntary Withdrawal. No Member shall have the right or power to
Voluntarily Withdraw from the Company, except as otherwise provided by this
Agreement. Any withdrawal in violation of this Agreement shall entitle the
Company to damage for breach, which may be offset against the amounts otherwise
distributable to such member.

         6.3. Involuntary Withdrawal. Immediately upon the occurrence of an
Involuntary Withdrawal, the successor of the Withdrawn Member shall thereupon
become an Economic Interest Holder, but shall not become a Member. If the
Company is continued as provided in Section 7.1.3, the successor Economic
Interest Holder shall have all the rights of an Economic Interest Holder, but
shall not be entitled by reason of the withdrawal to receive in liquidation of
the Economic Interest, the fair market value of Member's Economic Interest as of
the date the Member Involuntarily withdrew from the Company.

                                  Article VII
                         Dissolution, Liquidation, and
                           Termination of the Company

         7.1. Events of Dissolution. The Company shall be dissolved upon the
happening of any of the following events:

             7.1.1. when the period fixed for its duration in Section 2.4 has
expired;

             7.1.2. upon the written agreement of the Members holding two-thirds
or more of the Percentages then held by Members; or

             7.1.3. the occurrence of an Involuntary Withdrawal, unless the
remaining Members holding two-thirds or more of the





                                       12




Percentages then held by Members, within ninety (90) days after the occurrence
of the Involuntary Withdrawal, elect to continue the business of the Company
pursuant to the terms of this Agreement.

         7.2. Procedure for Winding Up and Distribution. If the Company is
dissolved, the remaining Members shall wind up its affairs. On winding up of
the Company, the assets of the Company shall be distributed, first, to creditors
of the Company, including Members and Economic Interest Holders who are
creditors, in satisfaction of the liabilities of the Company, and then to the
Members and Economic Interest Holders in accordance with Section 4.4 of this
Agreement.

         7.3. Filing of Articles of Dissolution. If the Company is dissolved,
the Members shall promptly file Articles of Dissolution with the New York
Department of State. If there are no remaining Members, the Articles shall be
filed by the last Person to be a Member; if there are no remaining Members, or
a Person who last was a Member, the Articles shall be filed by the legal or
personal representatives of the Person who last was a Member.

                                  Article VIII
                  Books, Records, Accounting, and Tax Elections

         8.1. Bank Accounts. All funds of the Company shall be deposited in a
bank account or accounts opened in the Company's name. The Members shall
determine the institution or institutions at which the accounts will be opened
and maintained, the types of accounts, and the Persons who will have authority
with respect to the accounts and the funds therein.

         8.2. Books and Records. The Members shall keep or cause to be kept
complete and accurate books and records of the Company as required under Section
1102 of the Law as well as supporting documentation of transactions with respect
to the conduct of the Company's business. The books and records shall be
maintained in accordance with sound accounting practices and shall be available
at the Company's principal office for examination by any Member or the Member's
duly authorized representative at any and all reasonable times during normal
business hours.

         8.3. Annual Accounting Period. The annual accounting period of the
Company shall be its taxable year. The Company's taxable year shall be selected
by the Members, subject to the requirements and limitations of the Code.

         8.4. Reports. Within seventy-five (75) days after the end of each
taxable year of the Company, the Members shall cause to be sent to each Person
who was a Member at any time during the taxable year then ended a complete
accounting of the affairs of the Company for the taxable year then ended. In
addition, within seventy five (75) days after the end of each taxable year of
the Company, the





                                       13


Members shall cause to be sent to each Person who was an Economic Interest
Holder at any time during the taxable year then ended, that tax information
concerning the Company which is necessary for preparing the Economic Interest
Holder's income tax returns for that year. At the request of any Member, and at
the Member's expense, the Members shall cause an audit of the Company's books
and records to be prepared by independent accountants for the period requested
by the Member.

         8.5. Tax Matters Member. The Members shall designate a Member to be the
Company's tax matters Member ("Tax Matters Member"). The Tax Matters Member
shall have all powers and responsibilities provided in Code Section 6221, et
seq. The Tax Matters Member shall keep all Members informed of all notices from
government taxing authorities which may come the attention of the Tax Matters
Member. The Company shall pay and be responsible for all reasonable third-party
costs and expenses incurred by the Tax Matters Member in performing those
duties. A Member shall be responsible for any costs incurred by the Member with
respect to any tax audit or tax-related administrative or judicial proceeding
against any Member, even though it relates to the Company. The Tax Matters
Member shall not compromise any dispute with the Internal Revenue Service
without the approval of the Members.

                                   Article IX
                               General Provisions

         9.1. Assurances. Each Member shall execute all certificates and other
documents and shall do all such filing, recording, publishing, and other acts as
the Members deem appropriate to comply with the requirements of law for the
formation and operation of the Company and to comply with any laws, rules, and
regulations relating to the acquisition, operation, or holding of the property
of the Company.

         9.2. Notifications. Any notice, demand, consent, election, offer,
approval, request, or other communication (collectively a "notice") required or
permitted under this Agreement must be in writing and either delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested or by facsimile transmission, provided receipt of facsimile
transmission is actually acknowledged by the Member or Member's agent. A notice
must be addressed to a Member at the Member's last known address on the records
of the Company. A notice to the Company must be addressed to the Company's
principal office. A notice that is sent by mail will be deemed given three (3)
business days after it is mailed. Any party may designate, by notice to all of
the others, substitute addresses or addressees for notices; and, thereafter,
notices are to be directed to those substitute addresses or addressees. A notice
sent by facsimile is deemed given when receipt is acknowledged.




                                       14




         9.3. Specific Performance. The parties recognize that irreparable
injury will result from a breach of any provision of this Agreement and that
money damages will be inadequate to fully remedy the injury. Accordingly, in
the event of a breach or threatened breach of one or more of the provisions
of this Agreement, any party who may be injured, (in addition to any other
remedies which may be available to that party) shall be entitled to one or more
preliminary or permanent orders (i) restraining and enjoining any act which
would constitute a breach or (ii) compelling the performance of any obligation
which, if not performed, would constitute a breach.

         9.4. Complete Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement among the Members with respect to the
subject matter thereof. It supersedes all prior written and oral statements,
including any prior representation, statement, condition, or warranty.

         9.5. Applicable Law. All questions concerning the construction,
validity, and interpretation of this Agreement and the performance of the
obligations imposed by this Agreement shall be governed by the internal
law, not the law of conflicts, of the State of New York.

         9.6. Article and Section Titles. The headings herein are inserted as a
matter of convenience only and do not define, limit, or describe the scope of
this Agreement or the intent of the provisions hereof.

         9.7. Binding Provisions. This Agreement is binding upon, and inures to
the benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and permitted
assigns.

         9.8. Exclusive Jurisdiction and Venue. Any suit involving any dispute
or matter arising under this Agreement or relating to the organization or
operation of the Company may only be brought in a United States District Court
located in the State of New York or any New York State Court having jurisdiction
over the subject matter of the dispute or matter. All Members hereby consent
to the exercise of personal jurisdiction by any such court with respect to any
such proceeding and waive any objection.

         9.9. Terms. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of the Person
may in the context require.

         9.10. Separability of Provisions. Each provision of this Agreement
shall be considered separable; and if, for any reason, any provision or
provisions herein are determined to be invalid and contrary to any existing or
future law, such invalidity shall not




                                       15




impair the operation of or affect those portions of this Agreement which are
valid.

         9.11. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original and all of
which, when taken together, constitute one and the same document. The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

         IN WITNESS WHEREOF, the parties have executed, or caused this Agreement
to be executed as of the date set forth above.

MEMBERS:


59TH STREET GYM MERGER CORP.



/s/ DOUG LEVINE
- ------------------------------
Doug Levine,
President



/s/ GREG MANOCHERIAN
- ------------------------------
Greg Manocherian,
Secretary






                                       16





                               59TH STREET GYM LLC
                               Operating Agreement


                                    Exhibit A
                        List of Members and Percentages




Name and Address                                             Percentage

                                                          
59th Street Gym Merger Corp.                                   100%
88 University Place, 11th Floor
New York, New York 10003
Attn: Doug Levine


                                       17

EX-3.5

                                                                     EXHIBIT 3.5

                            ARTICLES OF ORGANIZATION
                                       OF
                                  708 GYM LLC

(Under Section 203 of the New York Limited Liability Company Law)

FIRST:    The name of this limited liability company is: 708 Gym LLC.

SECOND:   The county within this state in which the office of the limited
          liability company is to locate is: New York.

THIRD:    The latest date on which the limited liability company is to dissolve
          is December 31, 2097.

FOURTH:   The secretary of state is designated as agent of the limited
          liability company upon whom process against it may be served. The post
          office address within this state to which the secretary of state shall
          mail a copy of any process against the limited liability company
          served upon him or her is: 88 University Place, 11th Floor, New York,
          New York 10003.

FIFTH:    The effective date of these Articles of Organization is the date of
          filing.

SIXTH:    This limited liability company is to be managed by its members.

     IN WITNESS WHEREOF, this certificate has been subscribed this 14 day of
November, 1997, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.


                                        /s/ Doug Levine
                                        ------------------------------------
                                        Doug Levine, Organizer
                                        88 University Place, 11th Floor
                                        New York, New York 10003

                                  708 GYM LLC


        UNDER SECTION 203 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW


                                    COUNSEL:
                              PENNIE & EDMONDS LLP
                              3300 HILLVIEW AVENUE
                            PALO ALTO, CA 94304-1203

EX-3.6

                                                                     EXHIBIT 3.6




                                   708 GYM LLC

                              OPERATING AGREEMENT









                                   708 GYM LLC
                              OPERATING AGREEMENT

         This Operating Agreement (this "Agreement") is entered into effective
December 31, 1997 by and among the signatories hereto.

                                   BACKGROUND

         The parties have agreed to organize and operate a limited liability
company in accordance with the terms and subject to the conditions set forth in
this Agreement.

                                   AGREEMENT

         The parties, intending legally to be bound; agree as follows:

                                    Article I
                                  Defined Terms

         The following capitalized terms shall have the meaning specified in
this Article I. Other terms are die fined in the text of this Agreement; and,
throughout this Agreement, those terms shall have the meanings respectively
ascribed to them.

         "Adjusted Capital Account Deficit" means, with respect to any Economic
Interest Holder, the deficit balance, if any, in the Economic Interest Holder's
Capital Account as of the end of the relevant taxable year, after giving effect
to the following adjustments:

                  (i)      the deficit shall be decreased by the amounts, if
any, which the Economic Interest Holder is obligated to restore pursuant to
Section 4.4.2 or is deemed obligated to restore pursuant to Regulation Section
1.704-1(b)(2)(ii)(c); and

                  (ii)     the deficit shall be increased by the items described
in Regulation Sections 1.704-1(b) (2) (ii) - (d) (4), (5), and (6).

         "Adjusted Capital Balance" means, as of any day, an Economic Interest
Holder's total Capital Contributions less all amounts actually distributed to
the Economic Interest Holder pursuant to Sections 4.1 and 4.4 hereof. If any
Economic Interest is transferred in accordance with the terms of this Agreement,
the transferee shall succeed to the Adjusted Capital Balance of the transferor
to the extent the Adjusted Capital Balance relates to the Economic Interest
transferred.

         "Affiliate" means, with respect to any Member, any Person: (i) which
owns more than five percent (5%) of the voting interests in the Member; or (ii)
in which the Member owns more than five percent (5%) of the voting interests; or
(iii) in which more than


                                       1



five percent (5%) of the voting interests are owned by a Person who has a
relationship with the Member described in clause (i) or (ii) above or who
otherwise controls, is controlled by, or under common control with, another
person.

         "Agreement" means this Operating Agreement, as amended from time to
time.

         "Capital Account" means the account to be maintained by the Company for
each Economic Interest Holder in accordance with the following provisions:

                  (i)      an Economic Interest Holder's Capital Account shall
be credited with the Economic Interest Holder's Capital Contributions, the
amount of any Company liabilities assumed by the Economic Interest Holder (or
which are secured by Company property distributed to the Economic Interest
Holder), the Economic Interest Holder's distributive share of Profit and any
item in the nature of income or gain specially allocated to the Economic
Interest Holder pursuant to the provisions of Article IV (other than Section
4.3.3); and

                  (ii)     an Economic Interest Holder's Capital Account shall
be debited with the amount of money and the fair market value of any Company
property distributed to the Economic Interest Holder, the amount of any
liabilities of the Economic Interest Holder assumed by the Company (or which are
secured by property contributed by the Economic Interest Holder to the Company),
the Economic Interest Holder's distributive share of Loss and any item in the
nature of expenses or losses specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3).

         If any Economic Interest is transferred pursuant to the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor
to the extent the Capital Account is attributable to the transferred Economic
Interest. If the book value of Company property is adjusted pursuant to Section
4.3.3, the Capital Account of each Economic Interest Holder shall be adjusted to
reflect the aggregate adjustment in the same manner as if the Company had
recognized gain or loss equal to the amount of such aggregate adjustment. It is
intended that the Capital Accounts of all Economic Interest Holders shall be
maintained in compliance with the provisions of Regulation Section 1.704-1(b),
and all provisions of this Agreement relating to the maintenance of Capital
Accounts shall be interpreted and applied in a manner consistent with that
Regulation.

         "Capital Contribution" means the total amount of cash and the fair
market value of any other assets contributed (or deemed contributed under
Regulation Section 1.704-1(b)(2)(iv)(d)) to the


                                       2


Company by a Member, net of liabilities assumed or to which the assets are
subject.

         "Cash Flow" means all cash funds derived from operations of the Company
(including interest received on reserves), without reduction for any noncash
charges, but less cash funds used to pay current operating expenses and to pay
or establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Members. Cash Flow shall be
increased by the reduction of any reserve previously established.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision, of any succeeding law.

         "Company" means the limited liability company formed in accordance with
this Agreement.

         "Economic Interest" means a Person's share of the Profits and Losses
of, and the right to receive distributions from, the Company.

         "Economic Interest Holder" means any Person who holds an Economic
Interest, whether as a Member or an unadmitted assignee of a Member.

         "Involuntary Withdrawal" means, with respect to any Member, the
occurrence of any of the following events:

                  (i)      the Member makes an assignment for the benefit of
creditors;

                  (ii)     the Member files a voluntary petition of bankruptcy;

                  (iii)    the Member is adjudged bankrupt or insolvent or there
is entered against the Member an order for relief in any bankruptcy or
insolvency proceeding;

                  (iv)     the Member files a petition seeking for the Member
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

                  (v)      the Member seeks, consents to, or acquiesces in the
appointment of a trustee for, receiver for, or liquidation of the Member or of
all or any substantial part of the Member's properties;

                  (vi)     the Member files an answer or other pleading
admitting or failing to contest the material allegations of a petition filed
against the Member in any proceeding described in Subsections (i) through (v);


                                       3


                  (vii)    any proceeding against the Member seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation, continues
for one hundred twenty (120) days after the commencement thereof, or the
appointment of a trustee, receiver, or liquidator for the Member or all or any
substantial part of the Member's properties without the Member's agreement or
acquiescence, which appointment is not vacated or stayed for one hundred twenty
(120) days or, if the appointment is stayed, for one hundred twenty (120) days
after the expiration of the stay during which period the appointment is not
vacated;

                  (viii)   if the Member is an individual, the Member's death,
incapacity, or adjudication by a court of competent jurisdiction as incompetent
to manage the Member's person or property;

                  (ix)     if the Member is acting as a Member by virtue of
being a trustee of a trust, the termination of the trust;

                  (x)      if the Member is a partnership or limited liability
company, the dissolution and commencement of winding up of the partnership or
limited liability company;

                  (xi)     if the Member is a corporation, the dissolution of
the corporation or the revocation of its charter;

                  (xii)    if the Member is an estate, the distribution by the
fiduciary of the estate's entire interest in the Company;

         "Law" means the New York Limited Liability Company Law, as amended from
time to time.

         "Member" means each Person who has signed this Agreement and any Person
who subsequently is admitted as a member of the Company.

         "Membership Interest" means all of the rights of a Member in the
Company, including a Member's: (i) Economic Interest; (ii) right to inspect the
Company's books and records; (iii) right to participate in the management of and
vote on masters coming before the Company; and (iv) unless this Agreement or the
Articles of Organization provide to the contrary, right to act as an agent of
the Company.

         "Minimum Gain" has the meaning set forth in Regulation Section
1.704-2(d). Minimum Gain shall be computed separately for each Economic Interest
Holder in a manner consistent with the Regulations under Code Section 704(b).

         "Negative Capital Account" means a Capital Account with a balance of
less than zero.


                                       4



         "Percentage" means, as to a Member, the percentage set forth after the
Member's name on Exhibit A, as amended from time to time, and as to an Economic
Interest Holder who is not a Member, the Percentage of the Member whose Economic
Interest has been acquired by such Economic Interest Holder, to the extent the
Economic Interest Holder has succeeded to that Member's Economic Interest.

         "Person" means and includes an individual, corporation, partnership,
association, limited liability company, trust, estate, or other entity.

         "Positive Capital Account" means a Capital Account with a balance
greater than zero.

         "Profit" and "Loss" means, for each taxable year of the Company (or
other period for which Profit or Loss must be computed), the Company's taxable
income or loss determined in accordance with Code Section 703(a), within the
following adjustments:

                  (i)      all items of income, gain, loss, deduction, or credit
required to be stated separately pursuant to Code Section 703(a) (1) shall be
included in computing taxable income or loss; and

                  (ii)     any tax-exempt income of the Company, riot otherwise
taken into account in computing Profit or Loss, shall be included in computing
taxable income or loss; and

                  (iii)    any expenditures of the Company described in Code
Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section
1.704-1(b) (2) (iv) (i)) and not otherwise taken into account in computing
Profit or Loss, shall be subtracted from taxable income or loss; and

                  (iv)     gain or loss resulting from any taxable disposition
of Company property shall be computed by reference to the adjusted book value of
the property disposed of, notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax purposes;
and

                  (v)      in lieu of the depreciation, amortization, or cost
recovery deductions allowable in computing taxable income or loss, there shall
be taken into account the depreciation computed based upon the adjusted book
value of the asset; and

                  (vi)     notwithstanding any other provision of this
definition, any items which are specially allocated pursuant to Section 4.3
hereof shall not be taken into account in computing Profit or Loss.


                                       5


         "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

         "Transfer" means--when used as a noun--any sale, hypothecation, pledge,
assignment, attachment, or other transfer, and--when used as a verb--means to
sell, hypothecate, pledge, assign, or otherwise transfer.

         "Voluntary Withdrawal" means a Member's disassociation with the Company
by means other than a Transfer or an Involuntary Withdrawal.

                                   Article II
                   Formation and Name; Office; Purpose; Term

         2.1.     Organization. The parties have organized a limited liability
company pursuant to the Law and the provisions of this Agreement and, for that
purpose, have caused Articles of Organization to be prepared, executed, and
filed with the New York Department of State.

         2.2.     Name of the Company. The name of the Company shall be 708 Gym
LLC. The Company may do business under that name and under any other name or
names upon which the Members agree. If the Company does business under a name
other than that set forth in its Articles of Organization, then the Company
shall file a certificate as required by General Business Law ss. 130.

         2.3.     Purpose. The Company is organized to engage in any business
permitted under the Law, except to do in New York any business for which any
statute of New York other than the Limited Liability Company Law specifically
requires some other business entity or natural person to be formed or used for
such business.

         2.4.     Term. The term of the Company shall begin upon the filing of
Articles of Organization with the New York Department of State and shall
continue until December 31, 2097, unless its existence is sooner terminated
pursuant to Article VII of this Agreement.

         2.5.     Registered Agent. The name and address of the Company's
registered agent in the State of New York shall be Doug Levine, 88 University
Place, 11th Floor, New York, New York 1003.

         2.6.     Members. The name, present mailing address, and Percentage of
each Member are set forth on Exhibit A.


                                       6



                                   Article III
                       Members; Capital; Capital Accounts

         3.1.     Initial Capital Contributions. On December 31, 1997 the
Members shall surrender and assign the assets, properties and business, and the
Company shall assume and agree to be bound by and pay the liabilities and
obligations all as set forth in the Assignment and Assumption Agreement by and
between the Company and the Members.

         3.2.     No Additional Capital Contributions Required. No Member shall
be required to contribute any additional capital to the Company, unless required
by a vote of the Members holding two-thirds (2/3) in interest, and in no event
in an amount greater than twenty-five thousand dollars ($25,000). No Member
shall have any personal liability for any obligation of the Company.

         3.3.     No Interest on Capital Contributions. Economic Interest
Holders shall not be paid interest on their Capital Contributions.

         3.4.     Return of Capital Contributions. Except as otherwise provided
in this Agreement, no Economic Interest Holder shall have the right to receive
any return of any Capital Contribution.

         3.5.     Form of Return of Capital. If an Economic Interest Holder is
entitled to receive a return of a Capital Contribution, the Company may
distribute cash, notes, property, or a combination thereof to the Economic
Interest Holder in return of the Capital Contribution.

         3.6.     Capital Accounts. A separate Capital Account shall be
maintained for each Economic Interest Holder.

         3.7.     Loans. Any Member may, at any time, make or cause a loan to be
made to the Company in any amount and on those terms as approved by a majority
in interest of the other Members.

                                   Article IV
                         Profit, Loss, and Distributions

         4.1.     Distributions of Cash Flow. Cash Flow for each taxable year of
the Company shall be distributed to the Economic Interest Holders in proportion
to their Percentages no later than ninety (90) days after the end of the taxable
year.

         4.2.     Allocation of Profit or Loss. After giving effect to the
special allocations set forth in Section 4.3, for any taxable year of the
Company, Profit or Loss shall be allocated to the Economic Interest Holders in
proportion to their Percentages.

         4.3.     Regulatory Allocations.


                                       7



                  4.3.1.   Qualified Income Offset. No Economic Interest Holder
shall be allocated Losses or deductions if the allocation causes the Economic
Interest Holder to have as Adjusted Capital Account Deficit. If an Economic
Interest Holder receives (1) an allocation of Loss or deduction (or item
thereof) or (2) any distribution, which causes the Economic Interest Holder to
have an Adjusted Capital Account Deficit at the end of any taxable year, then
all items of income and gain of the Company (consisting of a pro rata portion of
each item of Company income, including gross income and gain) for that taxable
year shall be allocated to that Economic Interest Holder, before any other
allocation is made of Company items for that taxable year, in the amount and in
proportions required to eliminate the excess as quickly as possible. This
Section 4.3.1 is intended to comply with, and shall be interpreted consistently
with, the "qualified income offset" provisions of the Regulations promulgated
under Code Section 704 (b).

                  4.3.2.   Minimum Gain Chargeback. Except as set forth in
Regulation Section 1.704-2(f) (2), (3), and (4), if, during any taxable year,
there is a net decrease in Minimum Gain, each Economic Interest Holder, prior to
any other allocation pursuant to this Article IV, shall be specially allocated
items of gross income and gain for such taxable year (and, if necessary,
subsequent taxable years) in an amount equal to that Economic Interest Holder's
share of the net decrease of Minimum Gain, computed in accordance with
Regulation Section 1.704-2(g) Allocations of gross income and gain pursuant to
this Section 4.3.2 shall be made first from gain recognized from the
disposition of Company assets subject to non-recourse liabilities (within the
meaning of the Regulations promulgated under Code Section 752), to the extent of
the Minimum Gain attributable to those assets, and thereafter, from a pro rata
portion of the Company's other times of income and gain for the taxable year. It
is the intent of the parties hereto that any allocation pursuant to this Section
4.3.2 shall constitute a "minimum gain chargeback" under Regulation Section
1.704-2(f).

                  4.3.3.   Contributed Property and Book-ups. In accordance with
Code Section 704(c) and the Regulations thereunder as well as Regulation
Section 1.704-1(b) (2) (iv) (d) (3), income, gain, loss, and deduction with
respect to any property contributed (or deemed contributed) to the Company
shall, solely for tax purposes, be allocated among the Economic Interest Holders
so as to take account of any variation between the adjusted basis of the
property to the Company for federal income tax purposes and its fair market
value at the date of contribution (or deemed contribution). If the adjusted book
value of any Company asset is adjusted as provided herein, subsequent
allocations of income, gain, loss, and deduction with respect to the asset shall
take account of any variation between the adjusted basis of the asset for
federal income tax purposes and its adjusted book value in the manner required
under Code Section 704 (c) and the Regulations thereunder.


                                       8



         4.4.     Liquidation, and Dissolution.

                  4.4.1.   If the Company is liquidated, the assets of the
Company shall be distributed to the Economic Interest Holders in accordance with
the balances in their respective Capital Accounts, after taking into account the
allocations of Profit or Loss pursuant to Section 4.2, if any, and
distributions, if any, of cash or property pursuant to Section 4.1.

                  4.4.2.   No Economic Interest Holder shall be obligated to
restore a Negative Capital Account.

         4.5.     General.

                  4.5.1.   Except as otherwise provided in this Agreement, the
timing and amount of all distributions shall be determined by the Members.

                  4.5.2.   If any assets of the Company are distributed in kind
to the Economic Interest Holders, those assets shall be valued on the basis of
their fair market value, and any Economic Interest. Holder entitled to any
interest in those assets shall receive that interest as a tenant-in-common with
all other Economic Interest Holders so entitled. Unless the Members otherwise
agree, the fair market value of the assets shall be determined by an independent
appraiser who shall be selected by the Members. The Profit or Loss for each
unsold asset shall be determined as if the asset had been sold at its fair
market value, and the Profit or Loss shall be allocated as provided in Section
4.2 and shall be properly credited or charged to the Capital Accounts of the
Economic Interest Holders prior to the distribution of the assets in liquidation
pursuant to Section 4.4.

                  4.5.3.   All Profit and Loss shall be allocated, and all
distributions shall be made to the Persons shown on the records of the Company
to have been Economic Interest Holders as of the last day of the taxable year
for which the allocation or distribution is to be made. Notwithstanding the
foregoing, unless the Company's taxable year is separated into segments, if
there is a Transfer or an Involuntary Withdrawal during the taxable year, the
Profit and Loss shall be allocated between the original Economic Interest Holder
and the successor on the basis of the number of days each was an Economic
Interest Holder during the taxable year; provided, however, the Company's
taxable year shall be segregated into two or more segments in order to account
for Profit, Loss or proceeds attributable to any extraordinary non-recurring
items of the Company.

                  4.5.4.   The Members are hereby authorized, upon the advice of
the Company's tax counsel, to amend this Article IV to comply with the Code and
the Regulations promulgated under Code Section 704 (b); provided, however, that
no amendment shall


                                       9


materially affect distributions to an Economic Interest Holder without the
Economic Interest Holder's prior written consent.

                                    Article V
                     Management: Rights, Powers, and Duties

         5.1.     Management. The Company shall be managed by the Members.
Except as otherwise provided in this Agreement, each Member shall have the right
to act for and bind the Company in the ordinary course of its business.

         5.2.     Meetings of and Voting by Members.

                  5.2.1.   A meeting of the Members may be called at any time
by any Member. Meetings of Members shall be held at the Company's principal
place of business or at any other place in New York, New York designated by the
Person calling the meeting. Not less than ten (10) nor more than sixty (60)
days before each meeting, the Person calling the meeting shall give written
notice of the meeting to each Member entitled to vote at the meeting. The notice
shall state the place, date, hour, and purpose of the meeting. Notwithstanding
the foregoing provisions, each Member who is entitled to notice waives notice if
before or after the meeting the Member signs a waiver of the notice which is
filed with the records of Members' meetings, or is present at the meeting in
person or by proxy without objecting to the lack of notice. Unless this
Agreement provides otherwise, at a meeting of Members, the presence in person or
by proxy of Members holding not less than a majority (over 50 percent) of the
Percentages then held by Members constitutes a quorum. A Member may vote either
in person or by written proxy signed by the Member or by the Member's duly
authorized attorney in fact.

                  5.2.2.   Except as otherwise provided in this Agreement, the
affirmative vote of Members holding a majority (over 50 percent) or more of the
Percentages then held by Members shall be required to approve any matter coming
before the Members.

                  5.2.3.   In lieu of holding a meeting, the Members may vote or
otherwise take action by a written instrument indicating the consent of Members
holding such Percentages then held by Members as would be required for Members
to take action under this operating agreement. No written consent shall be
effective to take such action unless within sixty (60) days of the earliest
dated consent delivered in accordance with the Law, signed consents sufficient
to take such action have been likewise delivered. If such consent is not
unanimous, prompt notice shall be given to those Members who have not consented
in writing but who would have been entitled to vote thereon had such action
been taken at a meeting.


                                       10



         5.3.     Personal Service. No Member shall be required to perform
services for the Company solely by virtue of being a Member. Unless approved by
the Members, no Member shall be entitled to compensation for services performed
for the Company. However, upon substantiation of the amount and purpose thereof,
the Members shall be entitled to reimbursement for expenses reasonably incurred
in connection with the activities of the Company.

         5.4.     Duties of Parties.

                  5.4.1.   The Members shall devote such time to the business
and affairs of the Company as is necessary to carry out the Members' duties set
forth in this Agreement.

                  5.4.2.   Except as otherwise expressly provided in Section
5.4.3, nothing in this Agreement shall be deemed to restrict in any way the
rights of any Member, or of any Affiliate of any Member, to conduct any other
business or activity whatsoever, and no Member shall be accountable to the
Company or to any other Member with respect to that business or activity even if
the business or activity competes with the Company's business, the organization
of the Company shall be without prejudice to the Members' respective rights (or
the rights of their respective Affiliates) to maintain, expand, or diversify
such other interests and activities and to receive and enjoy profits or
compensation therefrom. Each Member waives any rights the Member might otherwise
have to share or participate in such other interests or activities of any other
Member or the Member's Affiliates.

                  5.4.3.   Each Member understands and acknowledges that the
conduct of the Company's business may involve business dealings and undertakings
with Members and their Affiliates. In any of those cases, those dealings and
undertakings shall be at arm's length and on commercially reasonable terms.

         5.5.    Liability and Indemnification.

                  5.5.1.   A Member shall not be liable, responsible, or
accountable, in damages or otherwise, to any other Member or to the Company for
any act performed by the Member with respect to Company matters, except for
fraud, bad faith, gross negligence, or an intentional breach of this Agreement.

                  5.5.2.   The Company shall indemnify each Member for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.


                                       11


                                   Article VI
                 Transfer of Interests and Withdrawal of Members

         6.1.     Transfers. No Member may Voluntarily Transfer all, or any
portion of, or any interest or rights in, the Membership Interest owned by the
Member. Each Member hereby acknowledges the reasonableness of this prohibition
in view of the purposes of the Company and the relationship of the Members. The
voluntary Transfer of any Membership Interests, including Economic Interests, in
violation of the prohibition contained in this Section 6.1 shall be deemed
invalid, null and void, and of no force or effect. Any Person to whom Membership
Interests are attempted to be transferred in violation of this Section 6.1 shall
not be entitled to vote on matters coming before the Members, participate in the
management of the Company, act as an agent of the Company, receive distributions
from the Company, or have any other rights in or with respect to the Membership
Interests.

         6.2.     Voluntary Withdrawal. No Member shall have the right or power
to Voluntarily Withdraw from the Company, except as otherwise provided by this
Agreement. Any withdrawal in violation of this Agreement shall entitle the
Company to damages for breach, which may be offset against the amounts otherwise
distributable to such member.

         6.3.     Involuntary Withdrawal. Immediately upon the occurrence of an
Involuntary Withdrawal, the successor of the Withdrawn Member shall thereupon
become an Economic Interest Holder, but shall not become a Member. If the
Company is continued as provided in Section 7.1.3, the successor Economic
Interest Holder shall have all the rights of an Economic Interest Holder, but
shall not be entitled by reason of the withdrawal to receive in liquidation of
the Economic Interest, the fair market value of the Member's Economic Interest
as of the date the Member Involuntarily withdrew from the Company.

                                  Article VII
                          Dissolution, Liquidation, and
                           Termination of the Company

         7.1.     Events of Dissolution. The Company shall be dissolved upon
the happening of any of the following events:

                  7.1.1.   when the period fixed for its duration in Section 2.4
has expired;

                  7.1.2.   upon the written agreement of the Members holding
two-thirds or more of the Percentages then held by Members; or

                  7.1.3.   the occurrence of an Involuntary Withdrawal, unless
the remaining Members holding two-thirds or more of the


                                       12



Percentages then held by Members, within ninety (90) days after the occurrence
of the Involuntary Withdrawal, elect to continue the business of the Company
pursuant to the terms of this Agreement.

         7.2.     Procedure for Winding Up and Distribution. If the Company is
dissolved, the remaining Members shall wind up its affairs. On winding up of the
Company, the assets of the Company shall be distributed, first, to creditors of
the Company, including Members and Economic Interest Holders who are creditors,
in satisfaction of the liabilities of the Company, and then to the Members and
Economic Interest Holders in accordance with Section 4.4 of this Agreement.

         7.3.     Filing of Articles of Dissolution. If the Company is
dissolved, the Members shall promptly file Articles of Dissolution with the New
York Department of State. If there are no remaining Members, the Articles shall
be filed by the last Person to be a Member; if there are no remaining Members,
or a Person who last was a Member, the Articles shall be filed by the legal or
personal representatives of the Person who last was a Member.

                                  Article VIII
                 Books, Records, Accounting, and Tax Elections

         8.1.     Bank Accounts. All funds of the Company shall be deposited in
a bank account or accounts opened in the Company's name. The Members shall
determine the institution or institutions at which the accounts will be opened
and maintained, the types of accounts, and the Persons who will have authority
with respect to the accounts and the funds therein.

         8.2.     Books and Records. The Members shall keep or cause to be kept
complete and accurate books and records of the Company as required under Section
1102 of the Law as well as supporting documentation of transactions with respect
to the conduct of the Company's business. The books and records shall be
maintained in accordance with sound accounting practices and shall be available
at the Company's principal office for examination by any Member or the Member's
duly authorized representative at any and all reasonable times during normal
business hours.

         8.3.     Annual Accounting Period. The annual accounting period of the
Company shall be its taxable year. The Company's taxable year shall be selected
by the Members, subject tip the requirements and limitations of the Code.

         8.4.     Reports. Within seventy-five (75) days after the end of each
taxable year of the Company, the Members shall cause to be sent to each Person
who was a Member at any time during the taxable year then ended a complete
accounting of the affairs of the Company for the taxable year then ended. In
addition, within seventy five (75) days after the end of each taxable year of
the Company, the


                                       13


Members shall cause to be sent to each Person who was an Economic Interest
Holder at any time during the taxable year then ended, that tax information
concerning the Company which is necessary for preparing the Economic Interest
Holder's income tax returns for that year. At the request of any Member, and at
the Member's expense, the Members shall cause an audit of the Company's books
and records to be prepared by independent accountants for the period requested
by the Member.

         8.5.     Tax Matters Member. The Members shall designate a Member to be
the Company's tax matters Member ("Tax Matters Member"). The Tax Matters Member
shall have all powers and responsibilities provided in Code Section 6221, et
seq. The Tax Matters Member shall keep all Members informed or all notices from
government taxing authorities which may come to the attention of the Tax Matters
Member. The Company shall pay and be responsible for all reasonable third-party
costs and expenses incurred by the Tax Matters Member in performing those
duties. A Member shall be responsible for any costs incurred by the Member with
respect to any tax audit or tax-related administrative or judicial proceeding
against any Member, even though it relates to the Company. The Tax Matters
Member shall not compromise any dispute with the Internal Revenue Service
without the approval of the Members.

                                   Article IX
                               General Provisions

         9.1.     Assurances. Each Member shall execute all certificates and
other documents and shall do all such filing, recording, publishing, and other
acts as the Members deem appropriate to comply with the requirements of law for
the formation and operation of the Company and to comply with any laws, rules,
and regulations relating to the acquisition, operation, or holding of the
property of the Company.

         9.2      Notifications. Any notice, demand, consent, election, offer,
approval, request, or other communication (collectively a "notice") required or
permitted under this Agreement must be in writing and either delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested or by facsimile transmission, provided receipt of facsimile
transmission is actually acknowledged by the Member or Member's agent. A notice
must be addressed to a Member at the Member's last known address on the records
of the Company. A notice to the Company must be addressed to the Company's
principal office. A notice that is sent by mail will be deemed given three (3)
business days after it is mailed. Any party may designate, by notice to all of
the others, substitute addresses or addressees for notices, and, thereafter,
notices are to be directed to those substitute addresses or addressees. A notice
sent by facsimile is deemed given when receipt is acknowledged.


                                       14




         9.3.     Specific Performance. The parties recognize that irreparable
injury will result from a breach off any provision of this Agreement and that
money damages will be inadequate to fully remedy the injury. Accordingly, in the
event of a breach or threatened breach of one or more of the provisions of this
Agreement, any party who may be injured (in addition to any other remedies which
may be available to that party) shall be entitled to one or more preliminary or
permanent orders (i) restraining and enjoining any act which would constitute
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

         9.4.     Complete Agreement. This Agreement constitutes the complete
and exclusive statement of the agreement among the Members with respect to the
subject matter thereof. It supersedes all prior written and oral statements,
including any prior representation, statement, condition, or warranty.

         9.5.     Applicable. Law. All questions concerning the construction,
validity, and interpretation of this Agreement and the performance of the
obligations imposed by this Agreement shall be governed by the internal law, not
the law of conflicts, of the State of New York.

         9.6.     Article and Section Titles. The headings herein are inserted
as a matter of convenience only and do not define, limit, or describe the scope
of this Agreement or the intent of the provisions hereof.

         9.7.     Binding Provisions. This Agreement is binding upon, and inures
to the benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and permitted
assigns.

         9.8.     Exclusive Jurisdiction and Venue. Any suit involving any
dispute or matter arising under this Agreement or relating to the organization
or operation of the Company may only be brought in a United States District
Court located in the State of New York or any New York State Court having
jurisdiction over the subject matter of the dispute or matter. All Members
hereby consent to the exercise of personal jurisdiction by any such court with
respect to any such proceeding and waive any objection.

         9.9.     Terms. Common nouns and pronouns shall be deemed to refer to
the masculine, feminine, neuter, singular, and plural, as the identity of the
Person may in the context require.

         9.10.    Separability of Provisions. Each provision of this Agreement
shall be considered separable; and if, for any reason, any provision or
provisions herein are determined to be invalid and contrary to any existing or
future law, such invalidity shall not


                                       15



impair the operation of or affect those portions of this Agreement which are
valid.

         9.11.    Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original and all of
which, when taken together, constitute one and the same document. The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

         IN WITNESS WHEREOF, the parties have executed, or caused this Agreement
to be executed as of the date set forth above.


MEMBERS:

708 GYM MERGER CORP.


/s/ Doug Levine
- ----------------------
Doug Levine,
President



/s/ Greg Manocherian
- ----------------------
Greg Manocherian,
Secretary


                                       16




                                   708 GYM LLC
                               Operating Agreement


                                    Exhibit A
                         List of Members and Percentages




         Name and Address                                   Percentage
                                                         

         708 Gym Merger Corp.                                   100%
         88 University Place 11th Floor
         New York, New York 10003
         Attn:  Doug Levine




                                       17

EX-3.7

                                                                     Exhibit 3.7

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ARTICLES OF ORGANIZATION

                                       OF

                                    ACE, LLC

             Under section 211 of the Limited Liability Company Law

         FIRST:   The name of the Limited Liability Company is ACE, LLC which
was organized under the name of CRUNCH ACE, LLC.

         SECOND:  The date of filing of the Articles of Organization is 7/16/98.

         THIRD:   The amendment effected by this certificate of amendment is as
follows:

                  (A)      Paragraph FIFTH of the articles of organization
                           dealing with the management of the limited liability
                           company is hereby deleted in its entirety and
                           replaced with the following:

                           "FIFTH:  The limited liability company is to be
managed by one or more managers."


         IN WITNESS WHEREOF, the undersigned being the sole member of ACE, LLC,
has executed this certificate of amendment of the articles of organization this
24th day of September, 2003.



                                            CRUNCH FITNESS INTERNATIONAL, INC.


                                            --------------------------------

                                            By:  John W. Dwyer
                                            Title: Executive Vice President



                                                                     EXHIBIT 3.7

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ARTICLES OF ORGANIZATION

                                       OF

                                CRUNCH ACE, LLC

            Under Section 211 of the Limited Liability Company Law.

FIRST:   The name of the Limited Liability Company is:

                                CRUNCH ACE, LLC

SECOND:  The Articles of Organization were filed with the Secretary of State
of New York on 7-16-98.

THIRD:   The change effected by this certificate of amendment is as follows:

         To amend Paragraph FIRST, which sets forth the name of the Limited
Liability Company. Paragraph FIRST shall now read as follows:

         FIRST:   The name of the Limited Liability Company is:

                                    ACE, LLC

         IN WITNESS WHEREOF, the undersigned President has executed this
certificate of amendment, this 25th day of September, 1998.

                                    Crunch Fitness International, Inc.
                                    Authorized Member



                                    /s/ Doug Levine
                                    ---------------------------------------
                                        Doug Levine, President


                                       1

                               CERT. OF AMENDMENT

                                       OF

                                CRUNCH ACE, LLC

                                   FILED BY;

                               PAUL CONDZAL, ESQ.
                                 880 THIRD AVE.
                                    STE. 900
                                  NY NY 10022

                    BLU-39
                    BILLED



                                       2

                            ARTICLES OF ORGANIZATION

                                       OF

                                CRUNCH ACE, LLC

Under Section 203 of the Limited Liability Company Law of the State of New York

         THE UNDERSIGNED, being a natural person of at least eighteen (18)
years of age and acting as the organizer of the limited liability company (the
"Company") hereby being formed under Section 203 of the Limited Liability
Company Law of the State of New York (the "LLCL"), certifies that

         FIRST:   The name of the Company is CRUNCH ACE, LLC.

         SECOND:  The county within the State of New York in which the
principal office of the Company is to be located is NEW YORK

         THIRD:   In addition to the events of dissolution set forth in ss. 701
of the LLCL, the latest date on which the Company may dissolve is 7-31-2028.

         FOURTH:  The Secretary of State is designated as the agent of the
Company upon whom process against the Company may be served. The post office
address within or without the State of New York to which the Secretary of State
shall mail a copy of any process against the Company served upon such Secretary
of State is PAUL F. CONDZAL, ESQ., 880 THIRD AVE., NY NY 10022.

         FIFTH:   The Company is to be managed by MEMBERS

         IN WITNESS WHEREOF, I have subscribed these Articles of Organization
and do hereby affirm the foregoing as true under penalties of perjury, this
07/16/98

                                             /s/ SHARON BABALA
                                             ----------------------------------
                                             SHARON BABALA
                                             Sole Organizer
                                             co BLUMBER OF ?????????
                                             CORPORATE SERVICES INC.
                                             423 Broadway Suite ???
                                             Albany NY ????


                                       1




                            ARTICLES OF ORGANIZATION

                                       OF

                                CRUNCH ACE, LLC

Under Section 203 of the Limited Liability Company Law of the State of New York

                                     BLU-39
                                     BILLED

                                   FILED BY:

                                PAUL F. CONDZAL
                            880 3RD AVENUE, STE 900
                               NEW YORK NY 10022

                                      2

EX-3.8

                                                                     EXHIBIT 3.8

                    AMENDED AND RESTATED OPERATING AGREEMENT

         THIS AMENDED AND RESTATED OPERATING AGREEMENT (the "Amended and
Restated Agreement") of ACE, LLC (the "Company") is made effective as of
September 24, 2003 by its sole Member Crunch Fitness International, Inc., a
Delaware corporation, who shall be referred to hereinafter as the Member.

         Articles of Organization for the Company were originally filed in the
Office of the New York Secretary of State on July 16, 1998 and as amended from
time to time. This Amended and Restated Agreement hereby amends and supercedes
any and all prior operating agreements of the Company.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the individuals and entities signing this
Agreement below agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1      Definitions. In this Agreement, the following terms shall have
the meanings set forth below:

                  (a)      "Articles of Organization" shall mean the Articles of
Organization of the Company filed or to be filed with the New York Secretary of
State, as they may from time to time be amended.

                  (b)      "Capital Account" as of any date shall mean the
Capital Contribution to the Company by a Member, adjusted as of such date
pursuant to of this Agreement.

                  (c)      "Capital Contribution" shall mean any contribution by
a Member to the capital or the Company in cash, property or services rendered or
a promissory note or other obligation to contribute cash or property or to
render services.

                  (d)      "Code" shall mean the Internal Revenue Code of 1986,
as amended, or any superseding federal revenue statue.

                  (e)      "Company" shall refer to ACE, LLC.

                  (f)      "Distribution" means any cash and other property paid
to a Member by the Company from the operations of the Company.

                  (g)      "Fiscal Year" shall mean the fiscal year of the
Company, which shall be the year ending December 31.


                  (h)      "Managers" shall mean each Person designated in
Section 4.3 of this Amended and Restated Agreement as a manager of the Company,
or any Person who is appointed as a Manager in accordance with the provisions of
this Amended and Restated Agreement.

                  (i)      "Member" shall mean Crunch Fitness International,
Inc., and each Person who or which may hereafter become a party to this Amended
and Restated Agreement.

                  (j)      "Membership Interests" shall mean with respect to the
Company the value of all Capital Contributions and with respect to any Member
the ratio of the value of the Capital Contribution of such Member to the
aggregate value of all Capital Contributions.

                  (k)      "Net Losses" shall mean the losses of the Company, if
any; determined in accordance with generally accepted accounting principles
employed under the cash method of accounting.

                  (1)      "Net Profits" shall mean the income of the Company,
if any, determined in accordance with generally accepted accounting principles
employed under the cash method of accounting.

                  (m)      "New York Act" shall mean the New York State Limited
Liability Company Law.

                  (n)      "Person" shall mean any corporation, governmental
authority, limited liability company, partnership, trust, unincorporated
association or other entity.

                  (o)      "Selling Member" shall mean a Member desiring to sell
a Membership Interest.

                  (p)      "Treasury Regulations" shall mean all proposed,
temporary and final regulations promulgated under the Code as from time to time
in effect.

                                   ARTICLE II
                                  ORGANIZATION

         2.1      Formation. One or more Persons has acted to form a limited
liability company by preparing, executing and filing with the New York Secretary
of State the Articles of Organization pursuant to the New York Act.

         2.2      Name. The name of the Company is ACE, LLC.

         2.3      Principal Place of Business. The principal place of business
of the Company within the State of New York shall be located at 623 Broadway,
New York, New York 10012. The Company may establish any other places of business
as the Managers may from time to time deem advisable.

         2.4      Term. The term of the Company shall be forty (40) years from
the date of filing


                                       2


of the Articles of Organization with the New York Secretary of State, ending on
December 31, of that year, unless the Company is dissolved sooner pursuant to
this Amended and Restated Agreement or the New York Act.

         2.5      Purposes. The Company is formed for any lawful business
purpose or purposes.

                                   ARTICLE III
                                     MEMBERS

         3.1      Initial Member. The sole initial Member of the Company is
Crunch Fitness International, Inc., a Delaware corporation.

         3.2      Additional Members. A Person may be admitted as a member after
the date of this Amended and Restated Agreement upon the vote or written consent
of a majority of Membership Interests.

         3.3      Books and Records. The Company shall keep books and records of
accounts and minutes of all meetings of the Members. Such books and records
shall be maintained on a cash basis in accordance with this Amended and Restated
Agreement.

         3.4      Information. Each Member may inspect during ordinary business
hours and at the principal place of business of the Company the Articles of
Organization, this Amended and Restated Agreement, the minutes of any meeting of
the Members and any tax returns of the Company for the immediately preceding
three Fiscal Years.

         3.5      Limitation of Liability. Each Member's liability shall be
limited as set forth in this Amended and Restated Agreement, the New York Act
and other applicable law. A Member shall not be personally liable for any
indebtedness, liability or obligation of the Company, except that such Member
shall remain personally liable for the payment of his or her Capital
Contribution of such Member and as otherwise set forth in this Amended and
Restated Agreement, the New York Act and any other applicable law.

         3.6      Sale of All Assets. The Member shall have the right, by the
vote or written consent of at least two-thirds of all Membership Interests, to
approve the sale, lease exchange or other disposition of all or substantially
all of the assets of the Company.

         3.7      Priority and Return of Capital. No Member shall have priority
over any other Member, whether for the return of a Capital Contribution or for
Net Profits, Net Losses, or a Distribution; provided, however, that this Section
shall not apply to loan or other indebtedness (as distinguished from a Capital
Contribution) made by a Member to the Company.

         3.8      Liability of a Member to the Company. A Member who or which
rightfully receives the return of any portion of a Capital Contribution is
liable to the Company only to the extent now or hereafter provided by the New
York Act. A Member who or which receives a Distribution made by the Company in
violation of this Amended and Restated Agreement or made when the Company's
liabilities exceed its assets (after giving effect to such Distribution)

                                       3


shall be liable to the Company of the amount of such Distribution.

         3.9      Financial Adjustments. No Member admitted after the date of
this Amended and Restated Agreement shall be entitled to any retroactive
allocation of losses, income or expense deductions incurred by the Company. The
Managers may, at the discretion of the Managers, at the time a Member is
admitted, close the books and records of the Company (as though the Fiscal Year
had ended) or make pro rata allocations of loss, income and expense deductions
to such Member for that portion of the Fiscal Year in which such Member was
admitted in accordance with the Code.

                                   ARTICLE IV
                                   MANAGEMENT

         4.1      Management. Management of the Company shall be vested in the
Managers.

         4.2      Powers of Managers. Except as set forth in this Amended and
Restated Agreement, the Managers shall have power and authority, on behalf of
the Company to (a) purchase, lease or otherwise acquire from, or sell, lease or
otherwise dispose of to, and Person and property, (b) open bank accounts and
otherwise invest the funds of the Company, (c) purchase insurance on the
business and assets of the Company, (d) commence lawsuits and other proceedings,
(e) enter into any agreement, instrument or other writing, (f) retain
accountants, attorneys or other agents and (g) take any other lawful action that
the Managers consider necessary, convenient or advisable in connection with any
business of the Company.

         4.3      Designation of Managers. The initial Managers of the Company
shall be Cary A. Gaan, John W. Dwyer, and Paul A. Toback. The number of Managers
of the Company may be amended from time to time by the vote or written consent
of at least two-thirds of all Membership Interests. Each Manager shall hold
office until a successor shall have been elected and qualified. Managers shall
be elected by the vote or written consent or at least a majority of all
Membership Interests and need not be residents of the State of New York or
Members of the Company.

         4.4      Bind Authority. Unless authorized to do so by this Amended and
Restated Agreement or the Managers, no Person shall have any power or authority
to bind the Company. No Person shall have any power or authority to bind the
Company unless such Person has been authorized by the Managers to act on behalf
of the Company in accordance with the immediately preceding sentence.

         4.5      Liability for Certain Acts. The Managers shall perform their
duties in good faith, in a manner he or she reasonably believes to be in the
best interests of the Company and with such care as an ordinarily prudent person
in a similar position would use under similar circumstances. A Manager who so
performs such duties shall not have any liability by reason of being or having
been a Manager. The Manager shall not be liable to the Company or any Member for
any losses or damage sustained by the Company or any Member, unless the loss or
damage shall have been the result if the gross negligence or willful misconduct
of such Manager. Without limiting the generality of the preceding sentence, a
Manager does not in any way



                                       4


guaranty the return of any Capital Contribution to a Member or a profit for the
Members from the operations of the Company.

         4.6      No Exclusive Duty to Company. The Managers shall not be
required to manage the Company as their sole and exclusive function and they may
have other business interests and may engage in other activities in addition to
those relating to the Company. Neither the Company nor any Member shall have any
right pursuant to this Amended and Restated Agreement to share or participate in
such other business interests or activities or to the income or proceeds derived
therefrom. The Manager as a result of engaging in any other business interests
or activities.

         4.7      Indemnification. The Company shall indemnify and hold harmless
the Managers from and against all claims and demands to the maximum extent
permitted under the New York Act.

         4.8      Resignation. Any Manager may resign at any time by giving
written notice to the Company. The resignation of any Manager shall take effect
upon receipt of such notice or at any later time specified in such notice.
Unless otherwise specified in such notice, the acceptance of the resignation
shall not be necessary to make it effective. The resignation of the Manager who
is also a Member shall not affect the Manager's right as a Member and shall not
constitute a withdrawal of such Member.

         4.9      Removal. Any Manager may be removed or replaced with or
without cause by the vote or written consent of at least a majority of
Membership Interests. The removal of a Manager who is also a Member shall not
affect the Manager's rights as a Member and shall not constitute a withdrawal of
such Member.

         4.10     Vacancies. Any vacancy occurring for any reason in the number
of Managers may be filled by the vote or written consent of at least a majority
of the remaining Managers then in office; provided, however, that if there are
no remaining Managers, each vacancy shall be filled by the vote or written
consent of at least a majority of the Membership Interests. A Manager elected
for fill a vacancy shall be elected for the unexpired term of the Manager's
predecessor in office and shall hold office until the expiration of such term
and until the Manager's successor has been elected and qualified. A Manager's
chosen to fill a position resulting from an increase in the number of Managers
shall hold office until the next annual meeting of Members and until a successor
has been elected and qualified.

         4.11     Salaries. The salaries and other compensation of the Managers
shall be fixed from time to time by the vote or written consent of at least a
majority of the Membership Interests. No Manager shall be prevented from
receiving such a salary or other compensation because such Manager is also a
Member.

         4.12     Officers. The Managers may designate one or more individuals
as officers of the Company, who shall have such titles and exercise and perform
such powers and duties as shall be assigned to them from time to time by the
Managers. Any officer may be removed by the Managers at any time, with or
without cause. Each officer shall hold office until his or her successor is
elected and qualified. Any number of offices may be held by the same individual.


                                       5


The salaries and other compensation of the officers shall be fixed by the
Managers.

                                    ARTICLE V
                               MEETINGS OF MEMBERS

         5.1      Annual Meeting. The annual meeting of the Members shall be
held on each third Tuesday in March or at such other time as shall be determined
by the vote or written consent of the Membership Interests for the purpose of
the transaction of any business as may come before such meeting.

         5.2      Special Meetings. Special meetings of the Members, for any
purpose or purposes, may be called by any Manager or any Member holding not less
that ten percent of the Membership Interests.

         5.3      Place of Meetings. Meetings of the Members may be held at any
place, within or outside the State of New York, for any meeting of the Members
designated in any notice of such meeting. If no such designation is made, the
place of any such meeting shall be the chief executive office of the Company.

         5.4      Notice of Meetings. Written notice stating the place, day and
hour of the meeting indicating that it is being issued by or at the direction of
the person or persons calling the meeting, stating the purpose or purposes for
which the meeting is called shall be delivered no fewer that ten or more than
sixty days before the date of the meeting.

         5.5      Record Date. For the purpose of determining the Members
entitled to notice of or to vote at any meeting of Members or any adjournment of
such meeting, or Members entitled to receive payment of any Distribution, or to
make a determination of Members for any other purpose, the date on which notice
of the meeting is mailed or the date on which the resolution declaring
Distribution is adopted, as the case may be, shall be the record date for making
such a determination. When a determination of Members entitled to vote at any
meeting of Members has been made pursuant to this Section, the determination
shall apply to any adjournment of the meeting.

         5.6      Quorum. Members holding not less than a majority of all
Membership Interests, represented in person or by proxy, shall constitute a
quorum at any meeting of Members. In the absence of a quorum at any meeting of
the Members, a majority of the Membership Interests so represented may adjourn
the meeting from time to time for a period not to exceed sixty days without
further notice. However, if the adjournment is for more than sixty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Member of record entitled
to vote at such meeting. At an adjourned meeting at which a quorum shall be
present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed. The Members present at a
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal during the meeting of Membership Interests whose absence results in
less than a quorum being present.


                                       6


         5.7      Manner of Acting. If quorum is present at any meeting, the
vote or written consent of Members holding not less than a majority of
Membership Interests shall be the act if the Members, unless the vote of a
greater or lesser proportion or number is otherwise required by the New York
Act, the Articles of Organization or this Amended and Restated Agreement.

         5.8      Proxies.

                  (a)      A Member may vote in person or by proxy executed in
writing by the Member or by a duly authorized attorney-in-fact.

                  (b)      Every proxy must be signed by the Member or his or
her attorney-in-fact. No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the Member executing it, except as
otherwise provided in this Section.

                  (c)      The authority of the holder of a proxy to act shall
not be revoked by the incompetence or death of the Member who executed the proxy
unless, before the authority is exercised, written notice of an adjudication of
such incompetence or of such death is received by any Manager.

                  (d)      Except when other provision shall have been made by
written agreement between the parties, the record holder of a Membership
Interest which he, she or it holds as a pledgee or otherwise as security or
which belong to another, shall issue to the pledgor or to such owner of such
Membership Interests, upon demand therefor and payment of necessary expenses
thereof, a proxy to vote or take other action thereon.

                  (e)      A proxy which is entitled "irrevocable proxy" and
which states that it is irrevocable, is irrevocable when it is held by (i) a
pledgee, (ii) a Person who has purchased or agreed to purchase the shares, (iii)
a creditor or creditors of the corporation who extend or continue credit to the
corporation in consideration of the proxy if the proxy states that it was given
in consideration of such extension or continuation or credit, the amount
thereof, and the name of the person extending or continuing credit, (iv) a
Person who has contracted to perform services as an officer of the corporation,
if a proxy is required by the contract of employment, if the proxy states that
it was given in consideration of such contract of employment, the name of the
employee and the period of employment contracted for, or (v) a nominee of any if
the Persons described in clauses (i) - (iv) of this sentence.

                  (f)      Notwithstanding a provision in a proxy, stating that
it is irrevocable, the proxy becomes revocable after the pledge is redeemed, or
the debt of the Company is paid, or the period of employment provided for in the
contract of employment has terminated and, in the case provided for in Section
5.8(e) (iii) or (iv) of this Amended and Restated Agreement, becomes revocable
three years after the date of the proxy or at the end of the period, if any,
specified therein, whichever period is less, unless the period of irrevocability
is renewed from time to time by the execution of a new irrevocable proxy as
provided in this Section. This paragraph does not affect the duration of a proxy
under paragraph (b) of this Section.


                                       7



                  (g)      A proxy may be revoked, notwithstanding a provision
making it irrevocable, by a purchaser of a Membership Interest without knowledge
of the existence of such proxy.

         5.9      Action by Members Without a Meeting.

                  (a)      Whenever the Members of the Company are required or
permitted to take any action by vote, such action may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken shall be signed by the Members who
hold the voting interests have not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all of
the Members entitled to vote therein were present and voted shall be delivered
to the office of the Company, its principal place of business or a Manager,
employee or' agent of the Company. Delivery made to the office of the Company
shall be by hand or by certified or registered mail, return receipt requested.

                  (b)      Every written consent shall bear the date of
signature of each Member who signs the consent, and no written consent shall be
effective to take the action referred to therein unless, within sixty days of
the earliest dated consent delivered in the manner required by this Section to
the Company, written consents signed by a sufficient number of Members to take
the action are delivered to the office of the Company, its principal place of
business or a Manager, employee or agent of the company having custody of the
records of the Company. Delivery made to such office, principal place of
business of Manager, employee or agent shall be by hand or by certified or
registered mail, return receipt requested.

                  (c)      Prompt notice of the taking of the action without a
meeting by less than unanimous written consent shall be given to each Member who
have not consented in writing but who would have been entitled to vote thereon
had such action been taken at a meeting.

         5.10     Waiver of Notice. Notice of a meeting need not be given to any
Member who submits a signed waiver of notice, in person or by proxy, whether
before or after the meeting. The attendance of any Member at a meeting, in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice by him or her.

         5.11     Voting Agreements. An agreement between two or more Members,
if in writing and signed by the parties thereto, may provide that in exercising
any voting rights, the Membership Interest held by them shall be voted as
therein provided, or as they may agree, or as determined in accordance with a
procedure agreed upon by them.


                                   ARTICLE VI
                              CAPITAL CONTRIBUTIONS

         6.1      Capital Contributions. The Member has previously contributed
cash or other assets constituting 100% of all Capital Contributions to the
Company.


                                       8



         6.2      Additional Contributions. No Member without the unanimous
approval of all of the Members shall be required to make any Capital
Contribution.

         6.3      Capital Accounts. A Capital Account shall be maintained for
each Member. Each Member's Capital Account shall be increased by the value of
each Capital Contribution made by the Member, allocations to such Members of the
Net Profits and any other allocations to such Member of income pursuant to the
Code. Each Member's Capital Account will be decreased by the value of each
Distribution made to the Member by the Company, allocations to such Member of
Net Losses and other allocations to such Members pursuant to the Code.

         6.4      Transfers. Upon a permitted sale or other transfer of a
Membership Interest in the Company, the Capital Account of the Member
transferring his, her or its Membership Interests shall become the Capital
Account of the Person to which or whom such Membership Interest is sold or
transferred in accordance with Section 1.704-1(b) (2) (iv) of the Treasury
Regulations.

         6.5      Modifications. The manner in which Capital Accounts are to be
maintained pursuant to this Section is intended to comply with the requirements
of Section 704(b) of the Code. If in the opinion of the Managers the manner in
which Capital Accounts are to be maintained pursuant to this Amended and
Restated Agreement should be modified to comply with Section 704(b) of the Code,
then the method in which Capital Accounts are maintained shall be so modified;
provided, however, that any change in the manner of maintaining Capital Accounts
shall not materially alter the economic agreement between or among the Members.

         6.6      Deficit Capital Account. Except as otherwise required in the
New York Act or this Amended and Restated Agreement, no Member shall have any
liability to restore all or any portion of a deficit balance in a Capital
Account.

         6.7      Withdrawal or Reduction of Capital Contributions. A Member
shall not receive from the Company any portion of a Capital Contribution until
all indebtedness, liabilities of the Company, except any indebtedness,
liabilities and obligations to Members on account of their Capital
Contributions, have been paid or there remains property of the Company, in the
sole discretion of the Managers, sufficient to pay them. A Member, irrespective
of the nature of the Capital Contribution of such Member, has only the right to
demand and receive cash in return for such Capital Contribution.


                                   ARTICLE VII
                          ALLOCATIONS AND DISTRIBUTIONS

         7.1      Allocations of Profits and Losses. The Net Profits and the Net
Losses for each Fiscal Year shall be allocated to each Member in accordance with
the ratio of the value of his, her its Capital Account to the value of all
Capital Accounts in the aggregate.

         7.2      Distributions. The Managers may from time to time, in the
discretion of the Managers, make Distributions to the Members. All Distributions
shall be made to the Members


                                       9



pro rata in proportion to their Membership Interests as of the record date set
for such Distribution.

         7.3      Offset. The Company may offset all amounts owing to the
Company by a Member against any Distribution to be made to such Member.

         7.4      Limitation Upon Distributions. No Distribution shall be
declared and paid unless, after such Distribution is made, the assets of the
Company are in excess of all liabilities of the Company.

         7.5      Interest on and Return of Capital Contributions. No Member
shall be entitled to interest on his, her or its Capital Contribution or to a
return of his, her or its Capital Contribution, except as specifically set forth
in this Amended and Restated Agreement.

         7.6      Accounting Period. The accounting period of the Company shall
be the Fiscal Year.

                                  ARTICLE VIII
                                      TAXES

         8.1      Tax Returns. The Managers shall cause to be prepared and filed
all necessary federal and state income tax returns for the Company. Each Member
shall furnish to the Managers all pertinent information in its possession
relating to Company operations that is necessary to enable the Company's income
tax returns to be prepared and filed.

         8.2      Tax Elections. The Company shall make any election on the
appropriate tax returns that the Managers may deem appropriate and in the best
interests of the Members.

         8.3      Tax Matters Partners. The Managers shall designate one Manager
to be the "tax matters partner" of the Company pursuant to Section 6231 (a) (7)
of the Code. Any Manager who is designated "tax matters partner" shall take any
action as may be necessary to cause each other Member to become a "notice
partner" within the meaning of Section 6223 of the Code.

                                   ARTICLE IX
                                 TRANSFERABILITY

         9.1      General. Except as set forth in this Amended and Restated
Agreement, no Member shall gift, sell, assign, pledge, hypothecate, exchange or
otherwise transfer to another Person any portion of a Membership Interests
without the express written consent of those Members holding at least a majority
of the Membership Interests.

         9.2      Offer to Acquire. If a Member desires to sell a Membership
Interest to another Person, such Member shall obtain from such Person a bona
fide written offer to purchase such Membership Interest, stating the terms and
conditions upon which the purchase is to be made. Such Member shall give written
notification to the other Members of his, her or its intention to sell such
Membership Interest and a copy of such bona fide written offer.


                                       10


         9.3      Right of First Refusal. Each Member other than the Selling
Member, on a basis pro rata to the Membership Interests of each Member
exercising his, her or its right of first refusal, shall have the right to
exercise a right of first refusal to purchase all (but not less than all) of the
Membership Interest proposed to be sold by the Selling Member upon the same
terms and conditions as stated in the bona fide written offer by giving written
notification to the Selling Member of his, her or its intention to do so within
thirty days after receiving written notice from the Selling Member. The failure
of any Member to do so notify the Selling Member of a desire to exercise such
right of first refusal within such thirty-day period shall result in the
termination of such right of first refusal and the Selling Member shall be
entitled to consummate the sale of his, her or its Membership Interest with
respect to which such right of first refusal has not been exercised to the
Person offering to do so pursuant to the bona fide written offer. If the Selling
Member does to sell his, her or its Membership Interest within thirty days after
receiving the right to do so, his, her or its right to do so terminates and the
terms and conditions of this Section shall again be in effect.

         9.4      Closing. If any Member gives written notice to the Selling
Member of his, her or its desire to exercise such right of first refusal and to
purchase all of Selling Member's Interest upon the same terms and conditions as
are stated in the written offer, such Member shall have the right to designate
the time, date and place of closing within ninety days after receipt of written
notification from the Selling Member of the bona fide offer.

         9.5      Transferee Not a Member. No Person acquiring a Membership
Interest pursuant to this Section other than a Member shall become a Member
unless such Person is approved by the unanimous vote or written consent of all
Membership Interests. If no such approval is obtained, such Person's Membership
Interest shall only entitle such Person to receive the distributions and
allocations of profits and losses to which the Member from whom or which such
Person received such Membership Interest would be entitled. Any such approval
may be subject to any terms and conditions imposed by the Members.

         9.6      Effective Date. Any sale of a Membership Interest or admission
of a Member pursuant to this Article shall be deemed effective as of the last
day of the calendar month in which such sale or admission occurs.

                                    ARTICLE X
                                   DISSOLUTION

         10.1     Dissolution. The Company shall be dissolved and its affairs
shall be wound up upon the first to occur of the following:

                  (a)      The latest date on which the Company is to dissolve,
if any, as set forth in the Articles of Organization;

                  (b)      The vote or written consent of at least two-thirds in
interest of all Members; or


                                       11


                  (c)      The bankruptcy, death, dissolutions, expulsion,
incapacity or withdrawal of any Member or the occurrence of any other event that
terminates the continued membership of any Member, unless within one hundred
eighty days after such event the Company is continued by vote or written consent
of a majority in interest of all of the remaining Members.

         10.2     Winding Up. Upon the dissolution of the Company the Managers
may, in the name of and for an on behalf of the Company, prosecute and defend
suits, whether civil, criminal or administrative, sell and close the Company's
business, dispose of and covey the Company's property, discharge the Company's
liabilities and distribute to the Members any remaining assets of the Company,
all without affecting the liability of Members. Upon winding up of the Company,
the assets shall be distributed as follows:

                  (a)      To creditors, including any Member who is a creditor,
to the extent permitted by law, in satisfaction of liabilities of the Company,
whether by payment or by establishment of adequate reserves, other than
liabilities for distributions to Members under Section 507 or Section 509 of the
New York Act;

                  (b)      To Members and former Members in satisfaction of
liabilities for Distributions under Section 507 or Section 509 of the New York
Act; and

                  (c)      To Members first for the return of their Capital
Contributions, to the extent not previously returned, and second respecting
their Membership Interests, in the proportions in which the Members share in
Distributions in accordance with this Amended and Restated Agreement.

         10.3     Articles of Dissolution. Within ninety days following the
dissolution and the commencement of winding up of the Company, or at any other
time there are no Members, articles of dissolution shall be filed with the New
York Secretary of State pursuant to the New York Act.

         10.4     Deficit Capital Account. Upon a liquidation of the Company
within the meaning of Section 1.704-1(b) (2) (ii) (g) of the Treasury
Regulations, if any Member has a Deficit Capital Account (after giving effect to
all contributions, distributions, allocations and other adjustments for all
Fiscal Years, including the Fiscal Year in which such liquidation occurs), the
Member shall have no obligation to make any Capital Contribution, and the
negative balance of any Capital Account shall not be considered a debt owed by
the Member to the Company or to any other Person for any purpose.

         10.5     Nonrecourse to Other Members. Except as provided by applicable
law or as expressly provided in this Amended and Restated Agreement, upon
dissolution, each Member shall receive a return of his, her or its Capital
Contribution solely from the assets of the Company. If the assets of the Company
remaining after the payment or discharge of the debts and liabilities of the
Company is insufficient to return any Capital Contribution of any Member, such
Member shall have no recourse against any other Member.

         10.6     Termination. Upon completion of the dissolution, winding up,
liquidation, and


                                       12


distribution of the assets of the Company, the Company shall be deemed
terminated.

                                   ARTICLE XI
                               GENERAL PROVISIONS

         11.1     Notices. Any notice, demand or other communication required or
permitted to be given pursuant to this Amended and Restated Agreement shall have
been sufficiently given for all purposes if (a) delivered personally to the
party or to an executive officer of the party to whom such notice, demand or
other communication is directed or (b) sent by registered mail, postage
prepaicl, addressed to the Member or the Company at his, her or its address set
forth in this Amended and Restated Agreement. Except as otherwise provided in
this Amended and Restated Agreement, any such notice shall be deemed to be given
three business days after the date on which it was deposited in a regularly
maintained receptacle for the deposit of United States mail, addressed and sent
as set forth in this Section.

         11.2     Amendments. This Amended and Restated Agreement contains the
entire agreement among the Members with respect to the subject matter of this
Amended and Restated Agreement, and supersedes each course of conduct previously
pursued or acquiesced in, and each oral agreement and representation previously
made, by the Members with respect thereto, whether or not relied or acted upon.
No course of performance or other conduct subsequently pursued or acquiesced in,
and no oral agreement or representation subsequently made, by the Members,
whether or not relied or acted upon, shall amend this Amended and Restated
Agreement or impair or otherwise affect any Member's obligations pursuant to
this Amended and Restated Agreement or any rights and remedies of a Member
pursuant to this Amended and Restated Agreement.

         No amendment to this Amended and Restated Agreement shall be effective
unless made in a writing duly executed by all Members and specifically referring
to each provision of this Amended and Restated Agreement being amended.

         11.3     Construction. Whenever the singular number is used in this
Amended and Restated Agreement and when required by the context, the same shall
include the plural and vice versa, and the masculine gender shall include the
feminine and neuter genders and vice versa.

         11.4     Headings. The headings in this Amended and Restated Agreement
are for convenience only and shall not be used to interpret or construe any
provision of this Amended and Restated Agreement.

         11.5     Waiver. No failure of a Member to exercise, and no delay by a
Member in exercising, any right or remedy under this Amended and Restated
Agreement shall constitute a waiver of such right or remedy. No waiver by a
Member of any such right or remedy under this Amended and Restated Agreement
shall be effective unless made in a writing duly executed by all Members and
specifically referring to each such right or remedy being waived.

         11.6     Severability. Whenever possible, each provision of this
Amended and Restated Agreement shall be interpreted in such a manner as to be
effective and valid under applicable


                                       13


law. However, if any provision of this Amended and Restated Agreement shall be
prohibited by or invalid under such law, it shall be deemed modified to conform
to the minimum requirements of such law or, if for any reason it is not deemed
so modified, it shall be prohibited or invalid only to the extent of such
prohibition or invalidity without the remainder thereof or any other such
provision being prohibited or invalid.

         11.7     Binding. This Amended and Restated Agreement shall be binding
upon and inure to the benefit of all Members, and each of the successors and
assignees or the Members, except that right or obligation of a Member under this
Amended and Restated Agreement may be assigned by such Member to another Person
without first obtaining the written consent of all other Members.

         11.8     Counterparts. This Amended and Restated Agreement may be
executed in counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same instrument.

         11.9     Governing Law. This Amended and Restated Agreement shall be
governed by, and interpreted and construed in accordance with, the laws of the
State of New York, without regard to principles of conflict of laws.


         IN WITNESS WHEREOF, the individuals and entities signing this Amended
and Restated Agreement below conclusively evidence their agreement to the terms
and conditions of this Amended and Restated Agreement by so signing this Amended
and Restated Agreement.

                                     "MEMBER"

                                     Crunch Fitness International, Inc.

                                     By:  _________________________________
                                          _____________________, __________


                                       14

EX-3.9

                                                                     EXHIBIT 3.9



File Number   5838-506-9
            -------------





                               STATE OF ILLINOIS
                                   OFFICE OF
                             THE SECRETARY OF STATE


WHEREAS, ARTICLES OF INCORPORATION OF BALLY FITNESS FRANCHISING, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.


Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.

     In Testimony Whereof, I hereto set my hand and cause to be affixed the
                                       Great Seal of the State of Illinois,
                                       at the City of Springfield, this 14th
          [SEAL]                       day of June A.D. 1995 and of the
                                       Independence of the United States the
                                       two hundred and 19th.


                                       /s/ George M. Ryan

                                       Secretary of State




                                                                                                       
                                     |                                                       |
Form BCA-2.10                        |               ARTICLES OF INCORPORATION               |
=====================================|=======================================================|======================================
  (Rev. Jan. 1995)                   |       This space for use by Secretary of State        |
George H. Ryan                       |                                                       |      SUBMIT IN DUPLICATE!
Secretary of State                   |                                                       |--------------------------------------
Department of Business Services      |                                                       |     THIS SPACE FOR USE BY
Springfield, IL 62756                |                                                       |      SECRETARY OF STATE
- -------------------------------------|                        FILED                          |
Payment must be made by certi-       |                      JUN 14 1995                      |  Date            6-14-95
fied check, cashier's check,         |                                                       |
Illinois attorney's check,           |                                                       |  Franchise Tax   $ 150.00
Illinois C.P.A's check or money      |                    GEORGE H. RYAN                     |  Filing fee      $  75.00
order, payable to "Secretary of      |                  SECRETARY OF STATE                   |                  --------
State."                              |                                                       |  Approved:       $ 225.00
====================================================================================================================================




1.  CORPORATE NAME:         Bally Fitness Franchising, Inc.
                     ------------------------------------------------------

    -----------------------------------------------------------------------
    (The corporate name must contain the word "corporation", "company",
    "incorporated", "limited" or an abbreviation thereof.)

================================================================================

2.  Initial Registered Agent: CT Corporation System
                              --------------------------------------------------
                              First Name       Middle Initial        Last Name

    Initial Registered Office:  208 S. LaSalle Street
                               -------------------------------------------------
                               Number       Street                  Suite #

                                Chicago,  IL        60604             Cook
                               -------------------------------------------------
                               City                 Zip Code          County

================================================================================

3.  Purpose or purposes for which the corporation is organized:
    (If not sufficient space to cover this point, add one or more sheets of
    this size.)

    General business purpose for which corporations may be organized under
    the Business Corporation Act of 1983, as amended including the
    development of a franchising program, but not limited to the sale and
    management of franchises in the Healthclub and Fitness Industry.

================================================================================

4.  Paragraph 1: Authorized Shares, Issued Shares and Consideration
    Received:



                            Par Value           Number of Shares             Number of Shares                 Consideration to be
         Class              per Share              Authorized             Proposed to be Issued                Received Therefor

         ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  
         Common              $ 1.00                   1000                         1000                           $ 1,000.00
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
                                                                                                              TOTALS = $


         Paragraph 2: The preferences, qualifications, limitations,
         restrictions and special or relative rights in respect
         of the shares of each class are: (If not sufficient
         space to cover this point, add one or more sheets of
         this size.)

         There shall be no cumulative voting rights               EXPEDITED
         with respect to any shares of the Corporation's         JUN 14, 1995
         stock.                                               SECRETARY OF STATE


                                     (over)





                                                                                          
5. OPTIONAL:  (a) Number of directors constituting the initial board of directors of the corporation:                     .
                                                                                                       -------------------
              (b) Names and addresses of the persons who are to serve as directors until the first annual meeting of
                  shareholders or until their successors are elected and qualify:

                  Name                                Residential Address                          City, State, ZIP
              -------------------------------------------------------------------------------------------------------------

              -------------------------------------------------------------------------------------------------------------

              -------------------------------------------------------------------------------------------------------------

              -------------------------------------------------------------------------------------------------------------
===========================================================================================================================

6. OPTIONAL:  (a) It is estimated that the value of all property to be owned by the corporation
                  for the following year wherever located will be:                                 $
                                                                                                    -----------------------
              (b) It is estimated that the value of the property to be located within the State
                  of Illinois during the following year will be:                                   $
                                                                                                    -----------------------
              (c) It is estimated that the gross amount of business that will be transacted by
                  the corporation during the following year will be:                               $
                                                                                                    -----------------------
              (d) It is estimated that the gross amount of business that will be transacted
                  from places of business in the State of Illinois during the following year
                  will be:                                                                         $
                                                                                                    -----------------------
===========================================================================================================================
7. OPTIONAL:  OTHER PROVISIONS Article 7 attached hereto and made a part hereof.
              Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation,
              e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority
              requirements, fixing a duration other than perpetual, etc.
===========================================================================================================================


                                                               
8.                                           NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

         The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the
foregoing Articles of Incorporation are true.

Dated    June 13,           1995.
       ---------------------,   --

                         SIGNATURE AND NAME                                                ADDRESS

         1. /s/ Diane M. Kubel                                       1. Keck, Mahin & Cate 77 W. Wacker Dr.
           --------------------------------------------------           ---------------------------------------------------
            Signature                                                   Street

           Diane M. Kubel                                               Chicago,               Illinois             60601
           --------------------------------------------------           ---------------------------------------------------
           (Type or Print Name)                                         City/Town              State               Zip Code

         2.                                                          2.
           --------------------------------------------------           ---------------------------------------------------
           Signature                                                    Street


           --------------------------------------------------           ---------------------------------------------------
           (Type or Print Name)                                         City/Town               State              Zip Code

         3.                                                          3.
           --------------------------------------------------           ---------------------------------------------------
           Signature                                                    Street


           --------------------------------------------------           ---------------------------------------------------
           (Type or Print Name)                                         City/Town               State              Zip Code

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used
on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and
the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant
secretary.
===========================================================================================================================
                                                       FEE SCHEDULE

         -  The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in
            capital represented in this state, with a minimum of $25.
         -  The filing fee is $75.
         -  The MINIMUM TOTAL DUE (franchise tax + filing fee) is $100.
            (Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)
         -  The Department of Business Services in Springfield will provide assistance in calculating the total fees if
            necessary.
            Illinois Secretary of State               Springfield, IL 62756
            Department of Business Services           Telephone (217) 782-9522 or 782-9523



C-162.18

         7.  A director of the Corporation shall not be personally liable to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 8.65 of the Business Corporation
Act of 1983, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit.

             The shareholders of the corporation shall have the preemptive right
to acquire unissued shares of the corporation or securities of the corporation
convertible into or carrying a right to subscribe to or acquire shares of the
corporation.

EX-3.10

                                                                    EXHIBIT 3.10

                                    BY-LAWS

                                       OF

                         BALLY FITNESS FRANCHISING, INC.

                            (An Illinois Corporation)




                                   ARTICLE I

                                    OFFICES

         The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.


                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 2.1.      ANNUAL MEETING. An annual meeting of the shareholders
shall be held on the third week in January of each year for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.

         SECTION 2.2.      SPECIAL MEETINGS. Special meetings of the
shareholders may be called either by the president, by the board of directors or
by the holders of not less than one-fifth of all the outstanding shares entitled
to vote on the matter for which the meeting is called, for the purpose or
purposes stated in the call of the meeting.

         SECTION 2.3.      PLACE OF MEETING. The board of directors may
designate any place as the place of meeting for any annual meeting or for any
special meeting called by the board of directors. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be at the
office of the registered agent of the corporation in the State of Illinois.

         SECTION 2.4.      NOTICE OF MEETINGS. Written notice stating the place,
date, and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than twenty nor more than forty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United








States mail, addressed to the shareholder's address as it appears on the records
of the corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

         SECTION 2.5.      FIXING OF RECORD DATE. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the board of directors of the corporation may fix in advance a record date which
shall not be more than sixty days, and for a meeting of shareholders, not less
than ten days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty days,
before the date of such meeting. If no record date is fixed, the record date for
the determination of shareholders shall be the date on which the notice of the
meeting is mailed, or the date on which the board of directors adopts the
resolution relating thereto, as the case may be. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting.

         SECTION 2.6.      VOTING LISTS. The officer or agent having charge of
the transfer books for shares of the corporation shall make, within twenty days
after the record date for a meeting of shareholders or ten days before such
meeting, whichever is earlier, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of the shareholder, which list, for
a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be open to inspection by any
shareholder for any purpose germane to the meeting, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and may be
inspected by any shareholder during the whole time of the meeting. The original
share ledger or transfer books, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

         SECTION 2.7.      QUORUM. Unless otherwise provided in the articles of
incorporation, the holders of a majority of the outstanding shares, entitled to
vote on a matter, present in person or represented by proxy, shall constitute a
quorum at any meeting of shareholders, but in no event shall a quorum consist of
less than one-third of the outstanding shares entitled so to vote. If less than
a quorum is represented at said meeting, a majority of the shares so represented
may adjourn the meeting at any time without further notice. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on a matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by The
Business Corporation Act or the articles of incorporation. At any adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the original meeting. Withdrawal of shareholders
from any meeting shall not cause failure of a duly constituted quorum at that
meeting.


















                                      -2-



         SECTION 2.8.      PROXIES. Each shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for the
shareholder by proxy executed in writing by such shareholder or his or her duly
authorized attorney-in-fact, by signing an appointment form and delivering it to
the person so appointed, but no such proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the proxy.

         SECTION 2.9.      VOTING OF SHARES. Each outstanding share, regardless
of class, shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders.

         SECTION 2.10.     VOTING OF SHARES BY CERTAIN HOLDERS. Shares
registered in the name of another corporation, domestic or foreign, may be voted
by such officer, agent, proxy or other legal representative authorized to vote
such shares under the law of incorporation of such corporation.

         Shares registered in the name of a deceased person, a minor ward or an
incompetent person, may be voted by the administrator, executor, court appointed
guardian, or conservator of such person or such person's estate, either in
person or by proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian, or conservator. Shares
registered in the name of a trustee may be voted by the trustee, either in
person or by proxy.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
so to do be contained in the appropriate order of the court by which such
receiver was appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed ten years by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to the same right of examination by a shareholder
of the corporation, in person or by agent or attorney, as is the record of
shareholders of the corporation, and shall be subject to examination by any
holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose.

         Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of




                                      -3-



outstanding shares at any given time, but shares of its own stock held by it in
a fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares at any given time.

         SECTION 2.11.     INSPECTORS. At any meeting of shareholders the
presiding officer may, or upon the request of any shareholder shall, appoint one
or more persons as inspectors for such meeting.

         Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.

         Each report of an inspector shall be in writing and signed by the
inspector or by a majority of them if there be more than one inspector acting at
such meeting. If there is more than one inspector, the report of a majority
shall be the report of the; inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the results
of the voting shall be prima facie evidence thereof.

         SECTION 2.12.     INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise
provided in the articles of incorporation, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting and without a vote if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof, or
if 5 days' prior notice of the proposed action is given in writing to all of
the shareholders entitled to vote with respect to the subject matter thereof,
by the holders of outstanding shares not having less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voting; and, after
the effective date of the consent, prompt notice of the taking of the
corporation action without a meeting by less than unanimous written consent
shall be delivered in writing to those shareholders who have not consented in
writing.

         SECTION 2.13.     VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or an
shareholder shall demand that voting be by ballot.


                                   ARTICLE III

                                    DIRECTORS


         SECTION 3.1.      GENERAL POWERS. The business of the corporation shall
be managed by or under the direction of its board of directors.

         SECTION 3.2.      NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be at least three (3) but no more than twenty
(20).



                                      -4-



Each director shall hold office until the next annual meeting of shareholders or
until a successor shall have been elected and qualified. Directors need not be
residents of Illinois or shareholders of the corporation. The number of
directors may be increased or decreased from time to time by the amendment of
this section; but no decrease shall have the effect of shortening the term of
any incumbent director.

         SECTIONS 3.3.     REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately
after the annual meeting of shareholders.

         The board of directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.

         SECTION 3.4.      SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by them.

         SECTION 3.5.      NOTICE. Notice of any special meeting shall be given
at least five (5) days previous thereto by written notice to each director at
his or her business address. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice is given by telecopier, a copy of the notice shall also be
mailed to each addressee. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

         SECTION 3.6.      QUORUM. A majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business at
any meeting of the board of directors, provided that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting at any time without further notice.

         SECTION 3.7.      MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number is required by these
by-laws or the articles of incorporation.

         SECTION 3.8.      VACANCIES. Any vacancy occurring in the board of
directors and any directorship to be filled by reason of an increase in the
number of directors, may be filled by the board of directors to serve until the
next meeting of shareholders at which directors are to be elected.



                                      -5-



         SECTION 3.9.      ACTION WITHOUT A MEETING. Unless specifically
prohibited by the articles of incorporation or by-laws, any action required to
be taken at a meeting of the board of directors, or any other action which may
be taken at a meeting of the board of directors, or of any committee thereof may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of the
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

         SECTION 3.10.     COMPENSATION. Unless otherwise provided in the
articles of incorporation, the board of directors, by the affirmative vote of
a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such payment previously mentioned in this section shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

         SECTION 3.11.     PRESUMPTION OF ASSENT. A director of the corporation
who is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless the dissent of such director shall be entered in the minutes
of the meeting or unless the director shall file a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of
such action.

         SECTION 3.12.     COMMITTEES. The board of directors by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may create one or more committees and designate two or more directors
to serve on any such committee or committees. Any such committee or committees,
to the extent provided in such resolution, shall have and exercise the
authority of the board of directors, except as otherwise required by law.
Vacancies in the membership of any committee shall be filled by the board of
directors at a regular or special meeting of the board of directors. Each
committee shall keep regular minutes of its proceedings and report the same to
the board when required.

         SECTION 3.13      TELEPHONE CONFERENCE MEETINGS. Unless otherwise
restricted by the articles of incorporation or these by-laws, members of the
board of directors, or of any committee designated by the board of directors,
may participate in and act at any meeting of the board of directors or any
committee, by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute attendance and presence in
person at the meeting.



                                      -6-


                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.1.      NUMBER.  The officers of the corporation shall be a
chairman of the board, a president, one or more vice-presidents (the number
thereof to be determined by the board of directors), a treasurer, a secretary,
and such assistant treasurers, assistant secretaries or other officers as may be
elected by the board of directors. Any two or more offices may be held by the
same person.

         SECTION 4.2.      ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the board of
directors. Each officer shall hold office until a successor shall have been duly
elected and shall have qualified or until the death, resignation, or removal (in
the manner hereinafter provided) of such officer. Election of an officer shall
not of itself create contract rights.

         SECTION 4.3.      REMOVAL. Any officer elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not of itself create
contract rights.

         SECTION 4.4.      CHAIRMAN OF THE BOARD. The chairman of the board
shall be the chief executive officer of the corporation. He shall preside at all
meetings of the shareholders and of the board of directors. He may vote all
securities which the corporation is entitled to vote. He shall be elected by the
board of directors and shall hold office until the next annual meeting of
directors, or until his successor shall be elected and qualified.

         SECTION 4.5.      PRESIDENT. The president shall be the chief operating
officer of the corporation. Subject to the direction and control of the chief
executive officer and the board of directors, he shall: (a) be in charge of the
day-to-day operations of the corporation; (b) see that the resolutions and
directions of the board of directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the board of directors; and (c) in general, discharge all duties
incident to the office of the chief operating officer and such other duties as
may be prescribed by the board of directors from time to time. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors or these by-laws, he may execute
for the corporation any instruments (including without limitation contracts,
deeds, mortgages, bonds and certificates for the corporation's shares) which the
board of directors has authorized to be executed, and he may accomplish such
execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument.




                                      -7-




He shall execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

         SECTION 4.6.      THE VICE-PRESIDENTS. The vice-president (or in the
event there be more than one vice-president, each of the vice-presidents) shall
assist the president in the discharge of the president's duties as the president
may direct and shall perform such other duties as from time to time may be
assigned by the president or by the board of directors. In the president's
absence, inability or refusal to act, the vice-president (or in the event there
be more than one vice-president, the vice-presidents in the order designated by
the board of directors, or by the president if the board of directors has not
made such a designation, or in the absence of any designation, then in the order
of seniority of tenure as vice-president) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of
corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, the vice president (or each of them if
there is more than one) may execute for the corporation certificates for its
shares and any contracts, deeds, mortgages, bonds or other instruments which
the board of directors has authorized to be executed, and may further accomplish
such execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors according to the
requirements of the form of the instrument.

         SECTION 4.7.      THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. The treasurer shall: (a)
have charge of and be responsible for the maintenance of adequate books of
account for the corporation; (b) have charge and custody of all funds and
securities of the corporation, and be responsible therefor and for the receipt
and disbursement thereof; and (c) perform all the duties incident to the office
of treasurer and such other duties as from time to time may be assigned by the
president or by the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of all duties in such
sum and with such surety or sureties as the board of directors may determine.

         SECTION 4.8.      THE SECRETARY. The sectary shall: (a) record the
minutes of the shareholders' and of the board of directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the post-office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws; (f) have general charge of the stock
transfer books of the corporation; (g) perform all



                                      -8-


duties incident to the office of secretary and such other duties as from time
to time may be assigned by the president or by the board of directors.

         SECTION 4.9.      ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates or shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.

         SECTION 4.10.     SALARIES. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that such officer is also a
director of the corporation.


                                    ARTICLE V

                       CONTRACTS, LOANS, CHECKS, DEPOSITS

         SECTION 5.1.      CONTRACTS. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         SECTION 5.2.      LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

         SECTION 5.3.      CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to
time be determined by resolution of the board of directors.

         SECTION 5.4.      DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.




                                      -9-


                                   ARTICLE VI

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

         The corporation shall indemnify any and all persons whom it has the
power to indemnify under the Business Corporation Act of Illinois against any
and all expenses, judgments, fines, amounts paid in settlement, and any other
liabilities to the fullest extent permitted by such Act and may, at the
discretion of the board of directors, purchase and maintain insurance, at its
expense to protect itself and such persons against any such expense, fine,
amount paid in settlement or other liability, whether or not the corporation
would have the power to so indemnify such person under the Business Corporation
Act of Illinois.


                                   ARTICLE VII

                           CERTIFICATES FOR SHARES AND
                                 THEIR TRANSFER

         SECTION 7.1.      CERTIFICATES FOR SHARES. Certificates representing
shares of the corporation shall be signed by the chairman or a vice-chairman of
the board of directors, if any, or the president or a vice president and by the
treasurer or an assistant treasurer or the secretary or an assistant secretary
and may be sealed with the seal, or a facsimile of seal, of the corporation, if
the corporation uses a seal. If a certificate is countersigned by a transfer
agent or a registrar, other than the corporation itself or its employee, any
other signatures or countersignature on the certificate may be facsimiles.

         If the corporation is authorized and does issue shares of more than one
class, every certificate representing shares issued by the corporation shall set
forth on the face or back of the certificate a full summary or statement of all
of the designations, preferences, qualifications, limitations, restrictions, and
special or relative rights of the shares of leach class authorized to be issued.
If the corporation is authorized to issue any preferred or special class in
series, every certificate representing such shares issued by the corporation
shall set forth on the face or back of the certificate a full summary or
statement of all of the variations in the relative lights and preferences
between the shares of each such series so far as the same have been fixed and
determined and the authority of the board of directors to fix and determine the
relative rights and preferences of subsequent series. Such statement may be
omitted from the certificate if it shall be set forth upon the face or back of
the certificate that such statement, in full, will be furnished by the
corporation to any shareholder upon request and without charge.

         Each certificate representing shares shall also state that the
corporation is organized under the laws of the State of Illinois; the name of
the person to whom issued; the number and class of shares and the designation of
the series, if any, which such certificate represents. Each certificate
representing shares shall be consecutively numbered or otherwise identified.




                                      -10-

         The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for shares were issued shall
be entered on the books of the corporation. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation. No certificate shall be issued for any
share until such share is fully paid.

         SECTION 7.2. LOST CERTIFICATES. If a certificate representing shares of
the corporation is alleged to have been lost, stolen or destroyed, the board of
directors may in its discretion, except as may be required by law, direct that a
new certificate be issued. In connection with the issuance of any such new
certificate, the board may require the owner of the lost, stolen or destroyed
certificate or his or her legal representative to provide such indemnification,
and may impose such other reasonable requirements, as the board shall deem
necessary or desirable.

         SECTION 7.3. TRANSFERS OF SHARES. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, and the old certificate shall be cancelled and the transaction recorded
upon the books of the corporation.


                                  ARTICLE VIII

                                  FISCAL YEAR

         The fiscal year of the corporation shall begin on January 1 and end on
December 31 of each year.

                                   ARTICLE IX

                                   DIVIDENDS

         The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding and treasury shares in such
manner and upon such terms and conditions as provided by law and the articles of
incorporation.


                                    ARTICLE X

                                      SEAL

         The corporate seal, if any, shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Illinois." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.


                                      -11-



                                   ARTICLE XI

                                WAIVER OF NOTICE

         Whenever any notice is required to be given under these by-laws or
under the provisions of the articles of incorporation or under the provisions of
the Business Corporation Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.


                                    ARTICLE

                                   AMENDMENTS

         The by-laws of the corporation may be made, altered, amended or
repealed by the shareholders or the board of directors. The by-laws may contain
any provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of incorporation.


                                      -12-

EX-3.11

FILE NUMBER 5838-502-6                                              Exhibit 3.11
            ----------


                               STATE OF ILLINOIS
                                   OFFICE OF
                             THE SECRETARY OF STATE

WHEREAS,
                          ARTICLES OF INCORPORATION OF
                           BALLY FRANCHISE RSC, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.


NOW THEREFORE, I, GEORGE H. RYAN, SECRETARY OF THE STATE OF ILLINOIS, BY VIRTUE
OF THE POWERS VESTED IN ME BY LAW, DO HEREBY ISSUE THIS CERTIFICATE AND ATTACH
HERETO A COPY OF THE APPLICATION OF THE AFORESAID CORPORATION.

     IN TESTIMONY WHEREOF, I HERETO SET MY HAND AND CAUSE TO BE AFFIXED THE
                         GREAT SEAL OF THE STATE OF ILLINOIS, AT THE CITY OF
[SEAL]                   SPRINGFIELD, THIS 14TH DAY OF JUNE A.D. 1995 AND OF
                         THE INDEPENDENCE OF THE UNITED STATES THE TWO HUNDRED
                         AND 19TH.


                                             /s/ George H. Ryan
                                             --------------------------------
                                             George H. Ryan
                                             Secretary of State







                                                                                         
                                     |                                                       |
Form BCA-2.10                        |               ARTICLES OF INCORPORATION               |
=====================================|=======================================================|======================================
  (REV. Jan. 1995)                   |       This space for use by Secretary of State        |
George H. Ryan                       |                                                       |      SUBMIT IN DUPLICATE!
Secretary of State                   |                                                       |--------------------------------------
Department of Business Services      |                        FILED                          |     THIS SPACE FOR USE BY
Springfield, IL 62756                |                     JUN 14 1995                       |      SECRETARY OF STATE
- -------------------------------------|                                                       |
Payment must be made by certi-       |                                                       |  Date            6-14-95
fied check, cashier's check,         |                                                       |
Illinois attorney's check,           |                                                       |  Franchise Tax   $ 25
Illinois C.P.A's check or money      |                    GEORGE H. RYAN                     |  Filing fee      $ 75
order, payable to "Secretary of      |                  SECRETARY OF STATE                   |                  ----
State."                              |                                                       |  Approved:       $100
====================================================================================================================================

1.       CORPORATE NAME:  Bally Franchise RSC, Inc.
                          ----------------------------------------------------------------------------------------------------------


         ---------------------------------------------------------------------------------------------------------------------------
         (The corporate name must contain the word "corporation", "company", "incorporated", "limited" or an abbreviation thereof.)

====================================================================================================================================

2.       Initial Registered Agent:   CT Corporation System
                                     -----------------------------------------------------------------------------------------------
                                         First Name                     Middle Initial                      Last Name

         Initial Registered Office:  208 S. LaSalle Street
                                     -----------------------------------------------------------------------------------------------
                                            Number                          Street                           Suite #

                                     Chicago, IL                             60604                            Cook
                                     -----------------------------------------------------------------------------------------------
                                        City                                Zip Code                          County

====================================================================================================================================

3.       Purpose or purposes for which the corporation is organized:
         (If not sufficient space to cover this point, add one or more sheets of this size.)

         General business purpose for which corporations may be organized under the Business Corporation Act of 1983, as amended
         including the development of a franchising program, but not limited to the sale and management of franchises in the
         Healthclub and Fitness Industry.

====================================================================================================================================

4.       Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

                            Par Value           Number of Shares             Number of Shares                 Consideration to be
         Class              per Share              Authorized             Proposed to be Issued                Received Therefor
         ---------------------------------------------------------------------------------------------------------------------------
         Common              $ 1.00                   1000                         1000                           $ 1,000.00
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
                                                                                                       TOTALS

         Paragraph 2: The preferences, qualifications, limitations, restrictions and special or                       EXPEDITED
         relative rights in respect of the shares of each class are:                                                 JUN 14, 1995
         (If not sufficient space to cover this point, add one or more sheets of this size.)                      SECRETARY OF STATE

         There shall be no cumulative voting rights with respect to any shares of the Corporation's stock.




                                     (over)




                                                                                          
5. OPTIONAL:      (a) Number of directors constituting the initial board of directors of the corporation: ________________________.
                  (b) Names and addresses of the persons who are to serve as directors until the first annual meeting of
                      shareholders or until their successors are elected and qualify:

                     Name                                      Residential Address                          City, State, ZIP
                  ------------------------------------------------------------------------------------------------------------------

                  ------------------------------------------------------------------------------------------------------------------

                  ------------------------------------------------------------------------------------------------------------------

                  ------------------------------------------------------------------------------------------------------------------

====================================================================================================================================

6. OPTIONAL:      (a) It is estimated that the value of all property to be owned by the
                      corporation for the following year wherever located will be:                 $
                                                                                                   ---------------------------------
                  (b) It is estimated that the value of the property to be located within
                      the State of Illinois during the following year will be:                     $
                                                                                                   ---------------------------------
                  (c) It is estimated that the gross amount of business that will be
                      transacted by the corporation during the following year will be:             $
                                                                                                   ---------------------------------
                  (d) It is estimated to the gross amount of business that will be
                      transacted from places of business in the State of Illinois during
                      the following year will be:                                                  $
                                                                                                   ---------------------------------

====================================================================================================================================

7. OPTIONAL:      OTHER PROVISIONS Article 7 attached hereto and made a part hereof. Attach a separate sheet of this size for any
                  other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying
                  cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than
                  perpetual, etc.

====================================================================================================================================

8.                           NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

         The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing
Articles of Incorporation are true.

Dated June 13, 1995

         1.  /s/ Diane M. Kubel                                            1.  Keck, Mahin & Cate, 77 W. Wacker Dr.
             -----------------------------------------------------             -----------------------------------------------------
             Signature                                                         Street

             Diane M. Kubel                                                    Chicago,               Illinois           60601
             -----------------------------------------------------             -----------------------------------------------------
             (Type or Print Name)                                              City/Town              State              Zip Code

         2.                                                                2.
             -----------------------------------------------------             -----------------------------------------------------
             Signature                                                         Street


             -----------------------------------------------------             -----------------------------------------------------
             (Type or Print Name)                                              City/Town              State              Zip Code

         3.                                                                3.
             -----------------------------------------------------             -----------------------------------------------------
             Signature                                                         Street


             -----------------------------------------------------             -----------------------------------------------------
             (Type or Print Name)                                              City/Town              State              Zip Code

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on
conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the
execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

====================================================================================================================================
                                                            FEE SCHEDULE

         -        The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in
                  capital represented in this state, with a minimum of $25.

         -        The filing fee is $75.

         -        THE MINIMUM TOTAL DUE (franchise tax + filing fee) is $100
                  (Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)

         -        The Department of Business Services in Springfield will provide assistance in calculating the total fees if
                  necessary.
                  Illinois Secretary of State         Springfield, IL 62756
                  Department of Business Services     Telephone (217) 782-9522 or 782-9523

         C-162.18






         7.       A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
directors' duty of loyalty to the Corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 8.65 of the Business
Corporation Act of 1983, as the same exists or hereafter may be amended, or
(iv) for any transaction from which the director derived an improper personal
benefit.

                  The shareholders of the corporation shall have the preemptive
right to acquire unissued shares of the corporation or securities of the
corporation convertible into or carrying a right to subscribe to or acquire
shares of the corporation.

EX-3.12

                                                                    EXHIBIT 3.12

                                     BY-LAWS

                                       OF

                           BALLY FRANCHISE RSC, INC.

                           (An Illinois corporation)


                                    ARTICLE I

                                    OFFICES


         The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 2.1.      ANNUAL MEETING. An annual meeting of the shareholders
shall be held on the third week in January of each year for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.

         SECTION 2.2.      SPECIAL MEETINGS. Special meetings of the
shareholders may be called either by the president, by the board of directors or
by the holders of not less than one-fifth of all the outstanding shares entitled
to vote on the matter for which the meeting is called, for the purpose or
purposes stated in the call of the meeting.

         SECTION 2.3.      PLACE OF MEETING. The board of directors may
designate any place as the place of meeting for any annual meeting or for any
special meeting called by the board of directors. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be at the
office of the registered agent of the corporation in the State of Illinois.

         SECTION 2.4.      NOTICE OF MEETINGS. Written notice stating the place,
date, and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than twenty nor more than forty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United






States mail, addressed to the shareholder's address as it appears on the records
of the corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

         SECTION 2.5.      FIXING OF RECORD DATE. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the board of directors of the corporation may fix in advance a record date which
shall not be more than sixty days, and for a meeting of shareholders, not less
than ten days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty days,
before the date of such meeting. If no record date is fixed, the record date for
the determination of shareholders shall be the date on which the notice of the
meeting is mailed, or the date on which the board of directors adopts the
resolution relating thereto, as the case may be. A determination of shareholders
record entitled to notice of or to vote at a meeting of shareholders shall apply
to any adjournment of the meeting.

         SECTION 2.6.      VOTING LISTS. The officer or agent having charge of
the transfer books for shares of the corporation shall make, within twenty days
after the record date for a meeting of shareholders or ten days before such
meeting, whichever is earlier, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of the shareholder, which list, for
a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be open to inspection by any
shareholder for any purpose germane to the meeting, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and may be
inspected by any shareholder during the whole time of the meeting. The original
share ledger or transfer books, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

         SECTION 2.7.      QUORUM. Unless otherwise provided in the articles of
incorporation, the holders of a majority of the outstanding shares, entitled to
vote on a matter, present in person or represented by proxy, shall constitute a
quorum at any meeting of shareholders, but in no event shall a quorum consist of
less than one-third of the outstanding shares entitled so to vote. If less than
a quorum is represented at said meeting, a majority of the shares so represented
may adjourn the meeting at any time without further notice. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on a matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by The
Business Corporation Act or the articles of incorporation. At any adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the original meeting. Withdrawal of shareholders
from any meeting shall not cause failure of a duly constituted quorum at that
meeting.











                                      -2-


         SECTION 2.8.      PROXIES. Each shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for the
shareholder by proxy executed in writing by such shareholder or his or her duly
authorized attorney-in-fact, by signing an appointment form and delivering it to
the person so appointed, but no such proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the proxy.

         SECTION 19.       VOTING OF SHARES. Each outstanding share, regardless
of class, shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders.

         SECTION 2.10.     VOTING OF SHARES BY CERTAIN HOLDERS. Shares
registered in the name of another corporation, domestic or foreign, may be voted
by such officer, agent, proxy or other legal representative authorized to vote
such shares under the law of incorporation of such corporation.

         Shares registered in the name of a deceased person, a minor ward or an
incompetent person, may be voted by the administrator, executor, court appointed
guardian, or conservator of such person or such person's estate, either in
person or by proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian, or conservator. Shares
registered in the name of a trustee may be voted by the trustee, either in
person or by proxy.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
so to do be contained in the appropriate order of the court by which such
receiver was appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed ten years by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to the same right of examination by a shareholder
of the corporation, in person or by agent or attorney, as is the record of
shareholders of the corporation, and shall be subject to examination by any
holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose.

         Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of





                                      -3-




outstanding shares at any given time, but shares of its own stock held by it in
a fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares at any given time.

         SECTION 2.11.     INSPECTORS. At any meeting of shareholders, the
presiding officer may, or upon the request of any shareholder shall, appoint one
or more persons as inspectors for such meeting.

         Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.

         Each report of an inspector shall be in writing and signed by the
inspector or by majority of them if there be more than one inspector acting at
such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

         SECTION 2.12.     INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise
provided in the articles of incorporation, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting and without a vote if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof, or
if 5 days' prior notice of the proposed action is given in writing to all of the
shareholders entitled to vote with respect to the subject matter thereof, by the
holders of outstanding shares not having less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voting; and, after the
effective date of the consent, prompt notice of the taking of the corporation
action without a meeting by less than unanimous written consent shall be
delivered in writing to those shareholders who have not consented in writing.

         SECTION 2.13.     VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.


                                  ARTICLE III

                                    DIRECTORS

         SECTION 3.1.      GENERAL POWERS. The business of the corporation shall
be managed by or under the direction of its board of directors.

         SECTION 3.2.      NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be at least three (3) but no more than twenty
(20).




                                      -4-



Each director shall hold office until the next annual meeting of shareholders or
until a successor shall have been elected and qualified. Directors need not be
residents of Illinois or shareholders of the corporation. The number of
directors may be increased or decreased from time to time by the amendment of
this section; but no decrease shall have the effect of shortening the term of
any incumbent director.

         SECTION 3.3.      REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately after
the annual meeting of shareholders.

         The board of directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.

         SECTION 3.4.      SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by them.

         SECTION 3.5.      NOTICE. Notice of any special meeting shall be given
at least five (5) days previous thereto by written notice to each director at
his or her business address. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice is given by telecopier, a copy of the notice shall also be
mailed to each addressee. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

         SECTION 3.6.      QUORUM. A majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business at
any meeting of the board of directors, provided that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting at any time without further notice.

         SECTION 3.7.      MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number is required by these
by-laws or the articles of incorporation.

         SECTION 3.8.      VACANCIES. Any vacancy occurring in the board of
directors and any directorship to be filled by reason of an increase in the
number of directors, may be filled by the board of directors to serve until the
next meeting of shareholders at which directors are to be elected.



                                      -5-


         SECTION 3.9.      ACTION WITHOUT A MEETING. Unless specifically
prohibited by the articles of incorporation or by-laws, any action required to
be taken at a meeting of the board of directors, or any other action which may
be taken at a meeting of the board of directors, or of any committee thereof may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of the
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

         SECTION 3.10.     COMPENSATION. Unless otherwise provided in the
articles of incorporation, the board of directors, by the affirmative vote of a
majority of directors then in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers, or
otherwise. By resolution of the board of directors the directors may be paid
their expenses, if any, of attendance at each meeting of the board. No such
payment previously mentioned in this section shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

         SECTION 3.11.     PRESUMPTION OF ASSENT. A director of the corporation
who is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless the dissent of such director shall be entered in the minutes
of the meeting or unless the director shall file a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

         SECTION 3.12.     COMMITTEES. The board of directors by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may create one or more committees and designate two or more directors
to serve on any such committee or committees. Any such committee or committees,
to the extent provided in such resolution, shall have and exercise the authority
of the board of directors, except as otherwise required by law. Vacancies in the
membership of any committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. Each committee shall keep
regular minutes of its proceedings and report the same to the board when
required.

         SECTION 3.13.     TELEPHONE CONFERENCE MEETINGS. Unless otherwise
restricted by the articles of incorporation or these by-laws, members of the
board of directors, or of any committee designated by the board of directors,
may participate in and act at any meeting of the board of directors or any
committee, by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute attendance and presence in
person at the meeting.



                                      -6-


                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.1.      NUMBER. The officers of the corporation shall be a
chairman of the board, a president, one or more vice-presidents (the number
thereof to be determined by the board of directors), a treasurer, a secretary,
and such assistant treasurers, assistant secretaries or other officers as may be
elected by the board of directors. Any two or more offices may be held by the
same person.

         SECTION 4.2.      ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the board of
directors. Each officer shall hold office until a successor shall have been duly
elected and shall have qualified or until the death, resignation, or removal (in
the manner hereinafter provided) of such officer. Election of an officer shall
not of itself create contract rights.

         SECTION 4.3.      REMOVAL. Any officer elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not of itself create
contract rights.

         SECTION 4.4.      CHAIRMAN OF THE BOARD. The chairman of the board
shall be the chief executive officer of the corporation. He shall preside at all
meetings of the shareholders and of the board of directors. He may vote all
securities which the corporation is entitled to vote. He shall be elected by the
board of directors and shall hold office until the next annual meeting of
directors, or until his successor shall be elected and qualified.

         SECTION 4.5.      PRESIDENT. The president shall be the chief operating
officer of the corporation. Subject to the direction and control of the chief
executive officer and the board of directors, he shall: (a) be in charge of the
day-to-day operations of the corporation; (b) see that the resolutions and
directions of the board of directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the board of directors; and (c) in general, discharge all duties
incident to the office of the chief operating officer and such other duties as
may be prescribed by the board of directors from time to time. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors or these by-laws, he may execute
for the corporation any instruments (including without limitation contracts,
deeds, mortgages, bonds and certificates for the corporation's shares) which the
board of directors has authorized to be executed, and he may accomplish such
execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument.





                                      -7-


He shall execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

         SECTION 4.6.      THE VICE-PRESIDENTS. The vice-president (or in the
event there be more than one vice-president, each of the vice-presidents) shall
assist the president in the discharge of the president's duties as the president
may direct and shall perform such other duties as from time to time may be
assigned by the president or by the board of directors. In the president's
absence, inability or refusal to act, the vice-president (or in the event there
be more than one vice-president, the vice-presidents in the order designated by
the board of directors, or by the president if the board of directors has not
made such a designation, or in the absence of any designation, then in the order
of seniority of tenure as vice-president) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, the vice-president (or each of them if
there is more than one) may execute for the corporation certificates for its
shares and any contracts, deeds, mortgages, bonds or other instruments which the
board of directors has authorized to be executed, and may further accomplish
such execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors according to the
requirements of the form of the instrument.

         SECTION 4.7.      THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. The treasurer shall: (a)
have charge of and be responsible for the maintenance of adequate books of
account for the corporation; (b) have charge and custody of all funds and
securities of the corporation, and be responsible therefor and for the receipt
and disbursement thereof; and (c) perform all the duties incident to the office
of treasurer and such other duties as from time to time may be assigned by the
president or by the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of all duties in such
sum and with such surety or sureties as the board of directors may determine.

         SECTION 4.8.      THE SECRETARY. The secretary shall: (a) record the
minutes of the shareholders' and of the board of directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the post-office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws; (f) have general charge of the stock
transfer books of the corporation; (g) perform all










                                      -8-

duties incident to the office of secretary and such other duties as from time to
time may be assigned by the president or by the board of directors.

         SECTION 4.9.      ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates or shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument except when a different mode of execution is expressly prescribed by
the board of directors or these bylaws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.

         SECTION 4.10.     SALARIES. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that such officer is also a
director of the corporation.

                                       ARTICLE V

                       CONTRACTS, LOANS, CHECKS, DEPOSITS

         SECTION 5.1.      CONTRACTS. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         SECTION 5.2.      LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

         SECTION 5.3.      CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to time
be determined by resolution of the board of directors.

         SECTION 5.4.      DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.














                                      -9-


                                   ARTICLE VI

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

         The corporation shall indemnify any and all persons whom it has the
power to indemnify under the Business Corporation Act of Illinois against any
and all expenses, judgments, fines, amounts paid in settlement, and any other
liabilities to the fullest extent permitted by such Act and may, at the
discretion of the board of directors, purchase and maintain insurance, at its
expense to protect itself and such persons against any such expense, fine,
amount paid in settlement or other liability, whether or not the corporation
would have the power to so indemnify such person under the Business Corporation
Act of Illinois.


                                  ARTICLE VII

                           CERTIFICATES FOR SHARES AND
                                 THEIR TRANSFER

         SECTION 7.1.      CERTIFICATES FOR SHARES. Certificates representing
shares of the corporation shall be signed by the chairman or a vice-chairman of
the board of directors, if any, or the president or a vice president and by the
treasurer or an assistant treasurer or the secretary or an assistant secretary
and may be sealed with the seal, or a facsimile of seal, of the corporation, if
the corporation uses a seal. If a certificate is countersigned by a transfer
agent or a registrar, other than the corporation itself or its employee, any
other signatures or countersignature on the certificate may be facsimiles.

         If the corporation is authorized and does issue shares of more than one
class, every certificate representing shares issued by the corporation shall set
forth on the face or back of the certificate a full summary or statement of all
of the designations, preferences, qualifications, limitations, restrictions, and
special or relative rights of the shares of each class authorized to be issued.
If the corporation is authorized to issue any preferred or special class in
series, every certificate representing such shares issued by the corporation
shall set forth on the face or back of the certificate a full summary or
statement of all of the variations in the relative rights and preferences
between the shares of each such series so far as the same have been fixed and
determined and the authority of the board of directors to fix and determine the
relative rights and preferences of subsequent series. Such statement may be
omitted from the certificate if it shall be set forth upon the face or back of
the certificate that such statement, in full, will be furnished by the
corporation to any shareholder upon request and without charge.

         Each certificate representing shares shall also state that the
corporation is organized under the laws of the State of Illinois; the name of
the person to whom issued; the number and class of shares and the designation of
the series, if any, which such certificate represents. Each certificate
representing shares shall be consecutively numbered or otherwise identified.







                                      -10-


         The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for shares were issued shall
be entered on the books of the corporation. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation. No certificate shall be issued for any
share until such share is fully paid.

         SECTION 7.2.   LOST CERTIFICATES. If a certificate representing
shares of the corporation is alleged to have been lost, stolen or destroyed, the
board of directors may in its discretion, except as may be required by law,
direct that a new certificate be issued. In connection with the issuance of any
such new certificate, the board may require the owner of the lost, stolen or
destroyed certificate or his or her legal representative to provide such
indemnification, and may impose such other reasonable requirements, as the board
shall deem necessary or desirable.

         SECTION 7.3.   TRANSFERS OF SHARES. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate shall be
cancelled and the transaction recorded upon the books of the corporation.

                                  ARTICLE VIII

                                  FISCAL YEAR

         The fiscal year of the corporation shall begin on January 1 and end on
December 31 of each year.

                                   ARTICLE IX

                                   DIVIDENDS

              The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding and treasury shares in such
manner and upon such terms and conditions as provided by law and the articles of
incorporation.

                                    ARTICLE X

                                      SEAL

              The corporate seal, if any, shall have inscribed thereon the name
 of the corporation and the words "Corporate Seal, Illinois." The seal may be
 used by causing it or a facsimile thereof to be impressed or affixed or in any
 manner reproduced.











                                      -11-



                                   ARTICLE XI

                                WAIVER OF NOTICE

         Whenever any notice is required to be given under these by-laws or
under the provisions of the articles of incorporation or under the provisions of
the Business Corporation Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.


                                   ARTICLE XII

                                   AMENDMENTS

         The by-laws of the corporation may be made, altered, amended or
repealed by the shareholders or the board of directors. The by-laws may contain
any provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of incorporation.






                                      -12-

EX-3.13

File Number 5815-943-3                                              Exhibit 3.13
            ----------


                               STATE OF ILLINOIS
                                   OFFICE OF
                             THE SECRETARY OF STATE

WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BALLY
FRANCHISING CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS
HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE
BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.


Now Therefore, I , George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.


IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the Great

             Seal of the State of Illinois, at the City of Springfield, this

   [SEAL]    14TH day of JUNE A.D. 1995 and of the Independence of the United
             ----        ----        --
             States the two hundred and 19TH.
                                        ----

                                        /s/ George H. Ryan
                                            Secretary of State

                                                                           
Form BCA-10.30                          |     ARTICLES OF AMENDMENT      |
(Rev. Jan. 1995)                        |                                |       File #5815-943-3
- ---------------------------------------------------------------------------------------------------------
George H. Ryan                          |                                |       SUBMIT IN DUPLICATE
Secretary of State                      |                                |
Department of Business Services         |            FILED               |       This space for use by
Springfield, IL 62756                   |         JUN 14 1995            |       Secretary of State
Telephone (217) 782-1832                |                                |       Date  6-14-95
- --------------------------------------- |                                |
Remit payment in check or money         |                                |       Franchise Tax     $
order, payable to "Secretary of State." |                                |       Filing Fee*       $25.00
                                        |        GEORGE H. RYAN          |       Penalty           $
*The filing fee for articles of         |      SECRETARY OF STATE        |
amendment - $25.00                      |                                |       Approved:
- ---------------------------------------------------------------------------------------------------------



                                                                                        
1.       CORPORATE NAME:    Bally Franchising Corporation
                        ---------------------------------------------------------------------------------
                                                                                                 (Note 1)

2.       MANNER OF ADOPTION OF AMENDMENT:

                  The following amendment of the Articles of Incorporation was adopted on   June 13
                                                                                          ---------------
                  1995 in the manner indicated below. ("X" one box only)
                    --

         [x]      By a majority of the incorporators, provided no directors were named in the articles of
                  incorporation and no directors have been elected;
                                                                                                 (Note 2)

         [ ]      By a majority of the board of directors, in accordance with Section 10.10, the corpora-
                  tion having issued no shares as of the time of adoption of this amendment;
                                                                                                 (Note 2)

         [ ]      By a majority of the board of directors, in accordance with Section 10.15, shares having
                  been issued but shareholder action not being required for the adoption of the amendment;
                                                                                                 (Note 3)

         [ ]      By the shareholders, in accordance with Section 10.20, a resolution of the board of
                  directors having been duly adopted and submitted to the shareholders. At a meeting
                  of shareholders, not less than the minimum number of votes required by statute and by
                  the articles of incorporation were voted in favor of the amendment.
                                                                                                 (Note 4)

         [ ]      By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the
                  board of directors having been duly adopted and submitted to the shareholders. A consent
                  in writing has been signed by shareholders having not less than the minimum number of votes
                  required by statute and by the articles of incorporation. Shareholders who have not
                  consented in writing have been given notice in accordance with Section 7.10;
                                                                                                 (Notes 4&5)

         [ ]      By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board
                  of directors having been duly adopted and submitted to the shareholders. A consent in
                  writing has been signed by all the shareholders entitled to vote on this amendment.
                                                                                                 (Note 5)

3.       TEXT OF AMENDMENT:

         a.       When amendment effects a name change, insert the new corporate name below. Use Page 2
                  for all other amendments.

                  Article I: The name of the corporation is:

                                       Bally Franchising Holdings, Inc.
- --------------------------------------------------------------------------------------------------------------
                                                  (NEW NAME)


                                                                   EXPEDITED
                                                                  JUN 14 1995
                                                              SECRETARY OF STATE

                 All changes other than name, include on page 2
                                     (over)


4.       The manner, if not set forth in Article 3b, in which any exchange,
         reclassification or cancellation of issued shares, or a reduction of
         the number of authorized shares of any class below the number of
         issued shares of that class, provided for or effected by this
         amendment, is as follows: (If not applicable, insert "No change")

         No Change

5.       (a) The manner, if not set forth in Article 3b, in which said
         amendment effects a change in the amount of paid-in capital (Paid-in
         capital replaces the terms Stated Capital and Paid-in Surplus and is
         equal to the total of these accounts) is as follows: (If not
         applicable, insert "No change")

         No Change

         (b) The amount of paid-in capital (Paid-in Capital replaces the terms
         Stated Capital and Paid-in Surplus and is equal to the total of these
         accounts) as changed by this amendment is as follows: (If not
         applicable, insert "No change")

         No Change

                                            Before Amendment     After Amendment

                     Paid-in Capital        $                    $
                                            ----------------     ---------------

   (COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)

6.       The undersigned corporation has caused this statement to be signed by
         its duly authorized officers, each of whom affirms, under penalties of
         perjury, that the facts stated herein are true.

         Dated                      , 19
               ---------------------    ---  -----------------------------------
                                                 (Exact Name of Corporation
                                                    at date of execution)


         attested by                         by
                     ----------------------     --------------------------------


                     ----------------------  -----------------------------------
                         (Signature of           (Signature of President or
                     Secretary or Assistant            Vice President)
                           Secretary)

                     ----------------------  -----------------------------------
                      (Type or Print Name      (Type or Print Name and Title)
                           and Title)

7.       If amendment is authorized pursuant to Section 10.10 by the
         incorporators, the incorporators must sign below, and type or print
         name and title.

                                       OR

         If amendment is authorized by the directors pursuant to Section 10.10
         and there are no officers, then a majority of the directors or such
         directors as may be designated by the board, must sign below, and type
         or print name and title.

         The undersigned affirms, under the penalties of perjury, that the
         facts stated herein are true.

         Date June 13, 1995

         /s/ Diane M. Kubel
         ----------------------------------   ----------------------------------

         Diane M. Kubel/Incorporator
         ----------------------------------   ----------------------------------


         ----------------------------------   ----------------------------------


         ----------------------------------   ----------------------------------


                                     Page 3





File Number   5815-943-3
            -------------


                               STATE OF ILLINOIS
                                   OFFICE OF
                             THE SECRETARY OF STATE


WHEREAS, ARTICLES OF INCORPORATION OF BALLY FRANCHISING CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.


Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.

     In Testimony Whereof, I hereto set my hand and cause to be affixed the
                                       Great Seal of the State of Illinois,
                                       at the City of Springfield, this 19th
          [SEAL]                       day of January A.D. 1995 and of the
                                       Independence of the United States the
                                       two hundred and 19th.


                                       /s/ George M. Ryan

                                       Secretary of State




                                                                                                       
                                     |                                                       |
Form BCA-2.10                        |               ARTICLES OF INCORPORATION               |
=====================================|=======================================================|======================================
  (Rev. Jan. 1995)                   |       This space for use by Secretary of State        |
George H. Ryan                       |                                                       |      SUBMIT IN DUPLICATE!
Secretary of State                   |                                                       |--------------------------------------
Department of Business Services      |                                                       |     THIS SPACE FOR USE BY
Springfield, IL 62756                |                                                       |      SECRETARY OF STATE
- -------------------------------------|                        FILED                          |
Payment must be made by certi-       |                      JUN 19 1995                      |  Date            1-19-95
fied check, cashier's check,         |                                                       |
Illinois attorney's check,           |                                                       |  Franchise Tax   $ 150.00
Illinois C.P.A's check or money      |                    GEORGE H. RYAN                     |  Filing fee      $  75.00
order, payable to "Secretary of      |                  SECRETARY OF STATE                   |                  --------
State."                              |                                                       |  Approved:       $ 225.00
====================================================================================================================================




1.  CORPORATE NAME:         Bally Franchising Corporation
                     ------------------------------------------------------

    -----------------------------------------------------------------------
    (The corporate name must contain the word "corporation", "company",
    "incorporated", "limited" or an abbreviation thereof.)

================================================================================

2.  Initial Registered Agent: CT Corporation System
                              --------------------------------------------------
                              First Name       Middle Initial        Last Name

    Initial Registered Office:  208 S. LaSalle Street
                               -------------------------------------------------
                               Number       Street                  Suite #

                                Chicago,  IL        60604             Cook
                               -------------------------------------------------
                               City                 Zip Code          County

================================================================================

3.  Purpose or purposes for which the corporation is organized:
    (If not sufficient space to cover this point, add one or more sheets of
    this size.)

    General business purpose for which corporations may be organized under
    the Business Corporation Act of 1983, as amended including the
    development of a franchising program, but not limited to the sale and
    management of franchises in the Healthclub and Fitness Industry.

================================================================================

4.  Paragraph 1: Authorized Shares, Issued Shares and Consideration
    Received:



                            Par Value           Number of Shares             Number of Shares                 Consideration to be
         Class              per Share              Authorized             Proposed to be Issued                Received Therefor

         ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  
         Common              $ 1.00                   1000                         1000                              $ 100,000.00
         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------

         ---------------------------------------------------------------------------------------------------------------------------
                                                                                                               TOTALS $ 100,000.00


         Paragraph 2: The preferences, qualifications, limitations,
         restrictions and special or relative rights in respect
         of the shares of each class are:
         (If not sufficient space to cover this point, add one or more sheets of
         this size.)

         There shall be no cumulative voting rights with respect to any shares
         of the Corporation's stock.


                                     (over)


                                                                                          
5. OPTIONAL:  (a) Number of directors constituting the initial board of directors of the corporation:                     .
                                                                                                       -------------------
              (b) Names and addresses of the persons who are to serve as directors until the first annual meeting of
                  shareholders or until their successors are elected and qualify:

                  Name                                Residential Address                          City, State, ZIP
              -------------------------------------------------------------------------------------------------------------

              -------------------------------------------------------------------------------------------------------------

              -------------------------------------------------------------------------------------------------------------

              -------------------------------------------------------------------------------------------------------------
===========================================================================================================================

6. OPTIONAL:  (a) It is estimated that the value of all property to be owned by the corporation
                  for the following year wherever located will be:                                 $
                                                                                                    -----------------------
              (b) It is estimated that the value of the property to be located within the State
                  of Illinois during the following year will be:                                   $
                                                                                                    -----------------------
              (c) It is estimated that the gross amount of business that will be transacted by
                  the corporation during the following year will be:                               $
                                                                                                    -----------------------
              (d) It is estimated that the gross amount of business that will be transacted
                  from places of business in the State of Illinois during the following year
                  will be:                                                                         $
                                                                                                    -----------------------
===========================================================================================================================
7. OPTIONAL:  OTHER PROVISIONS Article 7 attached hereto and made a part hereof.
              Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation,
              e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority
              requirements, fixing a duration other than perpetual, etc.
===========================================================================================================================


                                                               
8.                                           NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

         The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the
foregoing Articles of Incorporation are true.

Dated    January 12           1995.
       ---------------------,   --

                         SIGNATURE AND NAME                                                ADDRESS

         1. /s/ Diane M. Kubel                                       1. Keck, Mahin & Cate 77 W. Wacker Dr.
           --------------------------------------------------           ---------------------------------------------------
            Signature                                                   Street

           Diane M. Kubel                                               Chicago,               Illinois             60601
           --------------------------------------------------           ---------------------------------------------------
           (Type or Print Name)                                         City/Town              State               Zip Code

         2.                                                          2.
           --------------------------------------------------           ---------------------------------------------------
           Signature                                                    Street


           --------------------------------------------------           ---------------------------------------------------
           (Type or Print Name)                                         City/Town               State              Zip Code

         3.                                                          3.
           --------------------------------------------------           ---------------------------------------------------
           Signature                                                    Street


           --------------------------------------------------           ---------------------------------------------------
           (Type or Print Name)                                         City/Town               State              Zip Code

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used
on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and
the execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant
secretary.
===========================================================================================================================
                                                       FEE SCHEDULE

         -  The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in
            capital represented in this state, with a minimum of $25.
         -  The filing fee is $75.
         -  The MINIMUM TOTAL DUE (franchise tax + filing fee) is $100.
            (Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)
         -  The Department of Business Services in Springfield will provide assistance in calculating the total fees if
            necessary.
            Illinois Secretary of State               Springfield, IL 62756
            Department of Business Services           Telephone (217) 782-9522 or 782-9523



C-162.18


     7.  A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 8.65 of the Business Corporation
Act of 1983, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit.

EX-3.14

                                                                    EXHIBIT 3.14

                                     BY-LAWS

                                       OF

                        BALLY FRANCHISING HOLDINGS, INC.

                            (An Illinois corporation)

                                    ARTICLE I

                                     OFFICES

         The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 2.1.      ANNUAL MEETING. An annual meeting of the shareholders
shall be held on the third week in January of each year for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.

         SECTION 2.2.      SPECIAL MEETINGS. Special meetings of the
shareholders may be called either by the president, by the board of directors or
by the holders of not less than one-fifth of all the outstanding shares entitled
to vote on the matter for which the meeting is called, for the purpose or
purposes stated in the call of the meeting.

         SECTION 2.3.      PLACE OF MEETING. The board of directors may
designate any place as the place of meeting for any annual meeting or for any
special meeting called by the board of directors. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be at the
office of the registered agent of the corporation in the State of Illinois.

         SECTION 2.4.      NOTICE OF MEETINGS. Written notice stating the place,
date, and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than twenty nor more than forty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United





States mail, addressed to the shareholder's address as it appears on the records
of the corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

         SECTION 2.5.      FIXING OF RECORD DATE. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the board of directors of the corporation may fix in advance a record date which
shall not be more than sixty days, and for a meeting of shareholders, not less
than ten days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty days,
before the date of such meeting. If no record date is fixed, the record date for
the determination of shareholders shall be the date on which the notice of the
meeting is mailed, or the date on which the board of directors adopts the
resolution relating thereto, as the case may be. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting.

         SECTION 2.6.      VOTING LISTS. The officer or agent having charge of
the transfer books for shares of the corporation shall make, within twenty days
after the record date for a meeting of shareholders or ten days before such
meeting, whichever is earlier, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of the shareholder, which list, for
a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be open to inspection by any
shareholder for any purpose germane to the meeting, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and may be
inspected by any shareholder during the whole time of the meeting. The original
share ledger or transfer books, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

         SECTION 2.7.      QUORUM. Unless otherwise provided in the articles of
incorporation, the holders of a majority of the outstanding shares, entitled to
vote on a matter, present in person or represented by proxy, shall constitute a
quorum at any meeting of shareholders, but in no event shall a quorum consist of
less than one-third of the outstanding shares entitled so to vote. If less than
a quorum is represented at said meeting, a majority of the shares so represented
may adjourn the meeting at any time without further notice. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on a matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by The
Business Corporation Act or the articles of incorporation. At any adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the original meeting. Withdrawal of shareholders
from any meeting shall not cause failure of a duly constituted quorum at that
meeting.


                                      -2-


         SECTION 2.8.      PROXIES. Each shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for the
shareholder by proxy executed in writing by such shareholder or his or her duly
authorized attorney-in-fact, by signing an appointment form and delivering it to
the person so appointed, but no such proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the proxy.

         SECTION 2.9.      VOTING OF SHARES. Each outstanding share, regardless
of class, shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders.

         SECTION 2.10.     VOTING OF SHARES BY CERTAIN HOLDERS. Shares
registered in the name of another corporation, domestic or foreign, may be voted
by such officer, agent, proxy or other legal representative authorized to vote
such shares under the law of incorporation of such corporation.

         Shares registered in the name of a deceased person, a minor ward or an
incompetent person, may be voted by the administrator, executor, court appointed
guardian, or conservator of such person or such person's estate, either in
person or by proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian, or conservator. Shares
registered in the name of a trustee may be voted by the trustee, either in
person or by proxy.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
so to do be contained in the appropriate order of the court by which such
receiver was appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed ten years by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to the same right of examination by a shareholder
of the corporation, in person or by agent or attorney, as is the record of
shareholders of the corporation, and shall be subject to examination by any
holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose.

         Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of



                                      -3-


outstanding shares at any given time, but shares of its own stock held by it in
a fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares at any given time.

         SECTION 2.11.     INSPECTORS. At any meeting of shareholders, the
presiding officer may, or upon the request of any shareholder shall, appoint one
or more persons as inspectors for such meeting.

         Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.

         Each report of an inspector shall be in writing and signed by the
inspector or by a majority of them if there be more than one inspector acting at
such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.

         SECTION 2.12.     INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise
provided in the articles of incorporation, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting and without a vote if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof, or
if 5 days' prior notice of the proposed action is given in writing to all of
the shareholders entitled to vote with respect to the subject matter thereof, by
the holders of outstanding shares not having less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voting; and, after
the effective date of the consent, prompt notice of the taking of the
corporation action without a meeting by less than unanimous written consent
shall be delivered in writing to those shareholders who have not consented in
writing.

         SECTION 2.13.     VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 3.1.      GENERAL POWERS. The business of the corporation shall
be managed by or under the direction of its board of directors.

         SECTION 3.2.      NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be, at least three (3) but no more than
twenty (20). Each director shall hold office until the next annual meeting of
shareholders or until a successor


                                      -4-


shall have been elected and qualified. Directors need not be residents of
Illinois or shareholders of the corporation. The number of directors may be
increased or decreased from time to time by the amendment of this section; but
no decrease shall have the effect of shortening the term of any incumbent
director.

         SECTION 3.3       REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately after
the annual meeting of shareholders.

         The board of directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.

         SECTION 3.4.      SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by them.

         SECTION 3.5.      NOTICE. Notice of any special meeting shall be given
at least five (5) days previous thereto by written notice to each director at
his or her business address. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice is given by telecopier, a copy of the notice shall also be
mailed to each addressee. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

         SECTION 3.6.      QUORUM. A majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business at
any meeting of the board of directors, provided that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting at any time without further notice.

         SECTION 3.7.      MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number is required by these
by-laws or the articles of incorporation.

         SECTION 3.8.      VACANCIES. Any vacancy occurring in the board of
directors and any directorship to be filled by reason of an increase in the
number of directors, may be filled by the board of directors to serve until the
next meeting of shareholders at which directors are to be elected.

         SECTION 3.9.      ACTION WITHOUT A MEETING. Unless specifically
prohibited by the articles of incorporation or by-laws, any action required to
be taken at a


                                      -5-


meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors, or of any committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of the
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.

         SECTION 3.10.     COMPENSATION. Unless otherwise provided in the
articles of incorporation, the board of directors, by the affirmative vote of a
majority of directors then in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers, or
otherwise. By resolution of the board of directors the directors may be paid
their expenses, if any, of attendance at each meeting of the board. No such
payment previously mentioned in this section shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

         SECTION 3.11.     PRESUMPTION OF ASSENT. A director of the corporation
who is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless the dissent of such director shall be entered in the minutes
of the meeting or unless the director shall file a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

         SECTION 3.12.     COMMITTEES. The board of directors by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may create one or more committees and designate two or more directors
to serve on any such committee or committees. Any such committee or committees,
to the extent provided in such resolution, shall have and exercise the authority
of the board of directors, except as otherwise required by law. Vacancies in the
membership of any committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. Each committee shall keep
regular minutes of its proceedings and report the same to the board when
required.

         SECTION 3.13.     TELEPHONE CONFERENCE MEETINGS. Unless otherwise
restricted by the articles of incorporation or these by-laws, members of the
board of directors, or of any committee designated by the board of directors,
may participate in and act at any meeting of the board of directors or any
committee, by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute attendance and presence in
person at the meeting.


                                      -6-


                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.1       NUMBER. The officers of the corporation shall be a
chairman of the board, a president, one or more vice-presidents (the number
thereof to be determined by the board of directors), a treasurer, a secretary,
and such assistant treasurers, assistant secretaries or other officers as may be
elected by the board of directors. Any two or more offices may be held by the
same person.

         SECTION 4.2.      ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the board of
directors. Each officer shall hold office until a successor shall have been duly
elected and shall have qualified or until the death, resignation, or removal (in
the manner hereinafter provided) of such officer. Election of an officer shall
not of itself create contract rights.

         SECTION 4.3.      REMOVAL. Any officer elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not of itself create
contract rights.

         SECTION 4.4.      CHAIRMAN OF THE BOARD. The chairman of the board
shall be the chief executive officer of the corporation. He shall preside at all
meetings of the shareholders and of the board of directors. He may vote all
securities which the corporation is entitled to vote. He shall be elected by the
board of directors and shall hold office until the next annual meeting of
directors, or until his successor shall be elected and qualified.

         SECTION 4.5.      PRESIDENT. The president shall be the chief operating
officer of the corporation. Subject to the direction and control of the chief
executive officer and the board of directors, he shall: (a) be in charge of the
day-to-day operations of the corporation; (b) see that the resolutions and
directions of the board of directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the board of directors; and (c) in general, discharge all duties
incident to the office of the chief operating officer and such other duties as
may be prescribed by the board of directors from time to time. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors or these by-laws, he may execute
for the corporation any instruments (including without limitation contracts,
deeds, mortgages, bonds and certificates for the corporation's shares) which the
board of directors has authorized to be executed, and he may accomplish such
execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument.


                                      -7-


He shall execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

         SECTION 4.6.      THE VICE-PRESIDENTS. The vice-president (or in the
event there be more than one vice-president, each of the vice-presidents) shall
assist the president in the discharge of the president's duties as the president
may direct and shall perform such other duties as from time to time may be
assigned by the president or by the board of directors. In the president's
absence, inability or refusal to act, the vice-president (or in the event there
be more than one vice-president, the vice-presidents in the order designated by
the board of directors, or by the president if the board of directors has not
made such a designation, or in the absence of any designation, then in the order
of seniority of tenure as vice-president) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, the vice-president (or each of them if
there is more than one) may execute for the corporation certificates for its
shares and any contracts, deeds, mortgages, bonds or other instruments which the
board of directors has authorized to be executed, and may further accomplish
such execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors according to the
requirements of the form of the instrument

         SECTION 4.7.      THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. The treasurer shall: (a)
have charge of and be responsible for the maintenance of adequate books of
account for the corporation; (b) have charge and custody of all funds and
securities of the corporation, and be responsible therefor and for the receipt
and disbursement thereof; and (c) perform all the duties incident to the office
of treasurer and such other duties as from time to time may be assigned by the
president or by the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of all duties in such
sum and with such surety or sureties as the board of directors may determine.

         SECTION 4.8.      THE SECRETARY. The secretary shall: (a) record the
minutes of the shareholders' and of the board of directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the post-office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws; (f) have general charge of the stock
transfer books of the corporation; (g) perform all


                                      -8-


duties incident to the office of secretary and such other duties as from time to
time may be assigned by the president or by the board of directors.

         SECTION 4.9.      ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates or shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.

         SECTION 4.10.     SALARIES. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that such officer is also a
director of corporation.

                                    ARTICLE V

                       CONTRACTS, LOANS, CHECKS, DEPOSITS

         SECTION 5.1.      CONTRACTS. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         SECTION 5.2.      LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

         SECTION 5.3.      CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to time
be determined by resolution of the board of directors.

         SECTION 5.4.      DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.


                                      -9-


                                   ARTICLE VI

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

         The corporation shall indemnify any and all persons whom it has the
power to indemnify under the Business Corporation Act of Illinois against any
and all expenses, judgments, fines, amounts paid in settlement, and any other
liabilities to the fullest extent permitted by such Act and may, at the
discretion of the board of directors, purchase and maintain insurance, at its
expense to protect itself and such persons against any such expense, fine,
amount paid in settlement or other liability, whether or not the corporation
would have the power to so indemnify such person under the Business Corporation
Act of Illinois.

                                   ARTICLE VII

                           CERTIFICATES FOR SHARES AND
                                 THEIR TRANSFER

         SECTION 7.1.      CERTIFICATES FOR SHARES. Certificates representing
shares of the corporation shall be signed by the chairman or a vice-chairman of
the board of directors, if any, or the president or a vice president and by the
treasurer or an assistant treasurer or the secretary or an assistant secretary
and may be sealed with the seal, or a facsimile of seal, of the corporation, if
the corporation uses a seal. If a certificate is countersigned by a transfer
agent or a registrar, other than the corporation itself or its employee, any
other signatures or countersignature on the certificate may be facsimiles.

         If the corporation is authorized and does issue shares of more than one
class, every certificate representing shares issued by the corporation shall set
forth on the face or back of the certificate a full summary or statement of all
of the designations, preferences, qualifications, limitations, restrictions, and
special or relative rights of the shares of each class authorized to be issued.
If the corporation is authorized to issue any preferred or special class in
series, every certificate representing such shares issued by the corporation
shall set forth on the face or back of the certificate a full summary or
statement of all of the variations in the relative rights and preferences
between the shares of each such series so far as the same have been fixed and
determined and the authority of the board of directors to fix and determine the
relative rights and preferences of subsequent series. Such statement may be
omitted from the certificate if it shall be set forth upon the face or back of
the certificate that such statement, in full, will be furnished by the
corporation to any shareholder upon request and without charge.

         Each certificate representing shares shall also state that the
corporation is organized under the laws of the State of Illinois; the name of
the person to whom issued; the number and class of shares and the designation of
the series, if any, which such certificate represents. Each certificate
representing shares shall be consecutively numbered or otherwise identified.



                                      -10-



         The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for shares were issued shall
be entered on the books of the corporation. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation. No certificate shall be issued for any
share until such share is fully paid.

         SECTION 7.2.      LOST CERTIFICATES. If a certificate representing
shares of the corporation is alleged to have been lost, stolen or destroyed, the
board of directors may in its discretion, except as may be required by law,
direct that a new certificate be issued. In connection with the issuance of any
such new certificate, the board may require the owner of the lost, stolen or
destroyed certificate or his or her legal representative to provide such
indemnification, and may impose such other reasonable requirements, as the board
shall deem necessary or desirable.

         SECTION 7.3.      TRANSFERS OF SHARES. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate shall be
cancelled and the transaction recorded upon the books of the corporation.

                                  ARTICLE VIII

                                   FISCAL YEAR

         The fiscal year of the corporation shall begin on January 1 and end on
December 31 of each year.

                                   ARTICLE IX

                                    DIVIDENDS

         The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding and treasury shares in such
manner and upon such terms and conditions as provided by law and the articles of
incorporation.

                                    ARTICLE X

                                      SEAL

         The corporate seal, if any, shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Illinois." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.


                                      -11-



                                   ARTICLE XI

                                WAIVER OF NOTICE

         Whenever any notice is required to be given under these by-laws or
under the provisions of the articles of incorporation or under the provisions of
the Business Corporation Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE XII

                                   AMENDMENTS

         The by-laws of the corporation may be made, altered, amended or
repealed by the shareholders or the board of directors. The by-laws may contain
any provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of incorporation.


                                      -12-

EX-3.15

                                                                    EXHIBIT 3.15


                                STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

                                   ----------



         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "BALLY TOTAL FITNESS CLINICS, INC.", FILED IN THIS OFFICE ON
THE FOURTH DAY OF AUGUST, A.D. 1998, AT 4:30 O'CLOCK P.M.

         A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.



                                     (STAMP)



(SEAL)                                  /s/ EDWARD J. FREEL
                                        ----------------------------------------
                                        Edward J. Freel, Secretary of State


2929300  8100                           AUTHENTICATION:  9235058

981304967                                         DATE:  08-05-98



                          CERTIFICATE OF INCORPORATION
                                       OF
                       BALLY TOTAL FITNESS CLINICS, INC.

1.   The name of the corporation is BALLY TOTAL FITNESS CLINICS, INC.

2.   The address of its registered office in the State of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the city of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is to
     engage in any lawful act or activity for which corporations may be
     organized under the General Corporation Law of Delaware.

4.   The total number of shares of stock which the corporation shall have
     authority to issue is 1000 shares of common stock having a par value of
     $1.00 per share.

     Each share of common stock shall be equal to every other share of common
     stock in every respect. Each share of common stock shall entitle the
     holders thereof to one vote for each share upon all matters upon which the
     stockholders have the right to vote.

5.   The name and mailing address of the incorporator is as follows:

     Name                     Mailing Address
     ----                     ---------------

     Kenton C. McMillen       8700 W. Bryn Mawr Avenue
                              Chicago, Illinois 60631

6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the board of directors is expressly authorized:

          To make, alter or repeal the by-laws of the corporation.

          To authorize and cause to be executed mortgages and liens upon the
     real and personal property of the corporation.

          To set apart out of any of the funds of the corporation available for
     dividends a reserve or reserves for any proper purpose and to abolish any
     such reserve in the manner in which it was created.

          By a majority of the whole board, to designate one or more
     committees, each committee to consist of one or more of the directors of
     the corporation. The board may designate one or more directors as
     alternate members of any committee, who may replace any absent or
     disqualified member at any meeting of the committee. The by-laws may
     provide that in the absence





                                      -2-

         or disqualification of a member of a committee, the member or members
         thereof present at any meeting and not disqualified from voting,
         whether or not he or they constitute a quorum, may unanimously appoint
         another member of the board of directors to act at the meeting in the
         place of any such absent or disqualified member. Any such committee, to
         the extent provided in the resolution of the board of directors, or in
         the by-laws of the corporation, shall have and may exercise all the
         powers and authority of the board of directors in the management of
         the business and affairs of the corporation, and may authorize the seal
         of the corporation to be affixed to all papers which may require it;
         but no such committee shall have the power or authority in reference to
         amending the Certificate of Incorporation, adopting an agreement of
         merger or consolidation, recommending to the stockholders the sale,
         issue or exchange of all or substantially all of the corporation's
         property and assets, recommending to the stockholders a dissolution of
         the corporation or a revocation of a dissolution, or amending the
         by-laws of the corporation, and, unless the resolution or by-laws
         expressly so provide, no such committee shall have the power or
         authority to declare a dividend or to authorize the issuance of stock.

                 When and as authorized by the stockholders in accordance with
         law, to sell, lease or exchange all or substantially all of the
         property and assets of the corporation, including its good will and its
         corporate franchises, upon such terms and conditions and for such
         consideration, which may consist in whole or in part of money or
         property including shares of stock in, and/or other securities of, any
         other corporation or corporations, as its board of directors shall deem
         expedient and for the best interests of the corporation.

8.       Elections of directors need not be written ballot unless the by-laws
         of the corporation shall so provide.

         Meetings of stockholders may be held within or without the State of
         Delaware, as the by-laws may provide. The books of the corporation may
         be kept (subject to any provision contained in the statutes) outside
         the State of Delaware at such place or places as may be designated from
         time to time by the board of directors or in the by-laws of the
         corporation. Whenever a compromise or arrangement is proposed between
         this corporation and its creditors or any class of them and/or between
         this corporation and its stockholders, any court of equitable
         jurisdiction within the State of Delaware may, on the application in a
         summary way of this corporation or of any creditor or stockholder
         thereof or on the application of any receiver or receivers appointed
         for this corporation under the provisions of Section 291 of Title 8 of
         the Delaware Code or on the application of trustees in dissolution or
         of any receiver or receivers appointed for this corporation under the
         provisions of Section 279 of Title 8 of the Delaware Code order a
         meeting of the creditors or class of creditors, and/or of the
         stockholders or class of stockholders of this corporation, as the case
         may be, to be summoned in such manner

                                      -3-

         as the said court directs. If a majority in number representing
         three-fourths in value of the creditors or class of creditors, and/or
         of the stockholders of this corporation, agree to any compromise or
         arrangement and to any reorganization of this corporation as
         consequence of such compromise or arrangement, the said compromise or
         arrangement and the said reorganization shall, if sanctioned by the
         court to which the said application has been made, be binding on all
         the creditors or class of creditors, and/or on all the stockholders or
         class of stockholders, of this corporation, as the case may be, and
         also on this corporation.

9.       The corporation reserves the right to amend, alter, change or repeal
         any provision contained in this Certificate of Incorporation, in the
         manner now or hereafter prescribed by statute, and all rights conferred
         upon stockholders herein are granted subject to this reservation.

10.      A director of the corporation shall not be personally liable to the
         corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director except for liability (i) for any breach of
         the director's duty of loyalty to the corporation or its stockholders,
         (ii) for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law, (iii) under
         Section 174 of the Delaware General Corporation Law, or (iv) for any
         transaction from which the director derived any improper personal
         benefit.

         The undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 4th day of August, 1998.

/s/ KENTON C. MCMILLEN
- ----------------------
Kenton C. McMillen

EX-3.16

                                                                    EXHIBIT 3.16


                                   BY-LAWS OF

                        BALLY TOTAL FITNESS CLINICS, INC.


                                    ARTICLE I

                                     OFFICES

         Section 1. The registered office shall be in the city of Wilmington,
State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and outside the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such time and place as determined by the board of
directors. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
1996, shall be held at such date and time as determined by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than one nor more than fifteen days before the date of
the meeting.

         Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or the secretary at the request
in writing of a majority of the board of directors, or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

         Section 5. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than one nor more than fifteen days before the
date of the meeting, to each stockholder entitled to vote at such meeting.



         Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.

         Section 7. The holders of 50.1% of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in case such
express provision shall govern and control the decision of such question.

         Section 9. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

         Section 10. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.




                                       2

                                   ARTICLE III

                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1), nor more than ten (10). The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, or by the stockholders. The directors so chosen
shall hold office until the next annual election or until their successors are
duly elected and qualified.

         Section 3. The business of the corporation shall be managed by or under
the direction of the board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or these by-laws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or outside the State of Delaware.

         Section 5. Regular and special meetings of the board of directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board.


         Section 6. At all meetings of the board of directors a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board consent thereto in writing, and
the consents in writing are filed with the minutes of proceedings of the board
of directors.

         Section 8. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.






                                       3

         Section 9. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be one or more of the following: a chief executive
officer, a president, one or more vice-presidents, a chief financial officer
and/or a treasurer, and a secretary. The board of directors may also choose one
or more assistant secretaries and assistant treasurers. Any number of offices
may be held by the same person, unless, the certificate of incorporation or
these by-laws otherwise provide.

         Section 2. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 3. The officers of the corporation shall hold office until
their successors are duly elected and qualified.

         Section 4. Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                           THE CHIEF EXECUTIVE OFFICER

         Section 5. The chief executive officer shall preside at all meetings of
the shareholders and of the board of directors, and shall have general
management of the business of the corporation.

                                  THE PRESIDENT

         Section 6. The president shall have active management of the business
of the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

                               THE VICE-PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election; shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of director may from time to time prescribe.



                                       4

                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing of his
signature.

         Section 9. The assistant secretary, of if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

      THE CHIEF FINANCIAL OFFICER, THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The chief financial officer and/or the treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.

         Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as chief financial officer and/or treasurer and of the
financial condition of the corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind, in his possession or under his control belonging to the corporation.






                                       5



         Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the chief financial officer and/or the treasurer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the chief financial officer and/or the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                    ARTICLE V

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation, by the president or a vice-president, and by the
chief financial officer, treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation.

         Section 2. Any of or all the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         Section 3. Certificates representing shares of the stock of the
corporation will be issued in place of any certificate alleged to have been
lost, stolen or destroyed in such manner and on such terms and conditions as the
board of directors from time to time may authorize.

         Section 4. The corporation shall maintain one or more transfer offices
or agencies where stock of the corporation shall be transferable. The
corporation shall also maintain one or more registry offices where such stock
shall be registered. The board of directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
stock certificates.

         Section 5. The board of directors may fix in advance a date as the
record date for the purpose of determining the stockholders entitled to notice
of, or to vote at, any meeting of the stockholders or any adjournment thereof,
or the stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or to express consent
to corporate action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful action.
Such record date in any case shall not be more than sixty days or less than ten
days before the date of a meeting of the stockholders, nor more than sixty days
prior to any other action requiring such determination by the



                                       6



stockholders. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.


                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

         Section 1. Unless the board of directors shall otherwise order, the
Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer or the Secretary shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The board of directors from
time to time may confer like powers upon any other person or persons.

         Section 2. Any of the following officers to-wit: the Chief Executive
Officer, President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary shall be and are hereby authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver any and all
shares of stock, bonds, debentures, notes, subscription warrants, stock
purchase warrants, evidences of indebtedness, or other securities now or
hereafter standing in the name of or owned by the Corporation, and to make,
execute and deliver under the seal of the corporation any and all written
instruments of assignment and transfer necessary or proper to effectuate the
authority hereby conferred.

         Whenever there shall be annexed to any instrument of assignment and
transfer executed, pursuant to and in accordance with the foregoing paragraph
(a), a certificate of the Secretary or an Assistant Secretary of the Corporation
in office at the date of such certificate setting forth the provisions hereof
and stating that they are in full force and effect and setting forth the names
of persons who are then officers of the Corporation, then all persons to whom
such instrument and annexed certificate shall thereafter come shall be entitled,
without further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that the
shares of stock or other securities named in such instrument were theretofore
duly and properly transferred, endorsed, sold, assigned, set over and delivered
by the Corporation, and that with respect to such securities the authority of
these provisions of the By-Laws and of such officers is still in full force and
effect.




                                       7



                                   ARTICLE VII

                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year end of the corporation shall be December 31,
unless otherwise fixed by resolution of the board of directors.

                                 INDEMNIFICATION

         Section 5. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the Corporation Law of Delaware.

                                   AMENDMENTS

         Section 6. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such meeting. If the power to adopt, amend
or repeal by-laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.





                                       8

EX-3.17

                            STATE OF DELAWARE                             PAGE 1

                     OFFICE OF THE SECRETARY OF STATE               Exhibit 3.17

                     --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "HEALTH & TENNIS CORPORATION OF AMERICA", CHANGING ITS NAME FROM
"HEALTH & TENNIS CORPORATION OF AMERICA" TO "BALLY TOTAL FITNESS CORPORATION",
FILED IN THIS OFFICE ON THE FIRST DAY OF JUNE A.D. 1995, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.

                [GREAT SEAL OF THE STATE OF DELAWARE WATERMARK]

                                             /s/       Edward J. Freel
                               [DELAWARE     -----------------------------------
                                  STATE      Edward J. Freel, Secretary of State
                                  SEAL]

0785637   8100                               AUTHENTICATION:  7523450

950120716                                              DATE:  06-01-95

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     Health & Tennis Corporation of America, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

     DOES HEREBY CERTIFY:

     FIRST:    That the Board of Directors of said Corporation adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said Corporation:

     RESOLVED, that the Certificate of Incorporation of Health & Tennis
     Corporation of America be amended by changing the FIRST Article thereof so
     that, as amended, said Article shall be and read as follows:

               FIRST:  The name of the corporation shall be Bally Total Fitness
Corporation.

     SECOND:   That in lieu of a meeting and vote of the sole stockholder, the
stockholder has given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

     THIRD:    That the aforesaid amendment was duly adopted in accordance with
applicable provisions of Sections 228 and 242 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, said Health & Tennis Corporation of America has caused
this Certificate to be signed by Cary A. Gaan, its Senior Vice President, this
15th day of May, 1995.


                                         By: /s/ Cary A. Gaan
                                             -----------------------------------
                                             Cary A. Gaan, Senior Vice President

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


                                    * * * *





     HEALTH & TENNIS CORPORATION OF AMERICA, a corporation organized and
existing under and by virtue of the general Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:


     FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:









          RESOLVED, that the Certificate of Incorporation of HEALTH & TENNIS
     CORPORATION OF AMERICA be amended by changing the 4 Article thereof so
     that, as amended, said Article shall be and read as follows:

          ARTICLE 4: The total number of shares of stock which the Company shall
     have authority to issue is One Thousand (1,000) and the par value of each
     of such shares is One Dollar Eighty-seven and one-half cents ($1.875),
     amounting in the aggregate to One Thousand Eight Hundred Seventy-five
     Dollars ($1,875.00); and

          FURTHER RESOLVED, each of the 12,000,000 common shares, $0.0001 par
     value, of the Company now issued and outstanding is hereby automatically
     reclassified and changed by this amendment (without any further act of the
     Company or its shareholders) into One-fifteenth-thousandth of a share
     (1/15000), $1.875 par value, stock; and

          FURTHER RESOLVED, that the proper officer of the Company be and hereby
     is authorized and instructed to receive and cancel each of the 12,000,000
     common shares, $.0001 par value of the Company now issued and outstanding
     and to exchange therefor the proper number of common, $1.875 par value,
     stock as contemplated by these resolutions.

     SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of section 228 of the General Corporation Law of
the State of Delaware.





     THIRD:  That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of sections 242 and 228 of the General Corporation
Law of the Sate of Delaware.

     IN WITNESS WHEREOF, said HEALTH & TENNIS CORPORATION OF AMERICA has
caused this certificate to be signed by H. Robert Jochem, its Vice President,
and attested by Michael L. Sklar, its Assistant Secretary, this 22nd day of
January, 1985.



                                   HEALTH & TENNIS CORPORATION OF AMERICA


                                   By:  /s/ H. Robert Jochem
                                       -----------------------------------------
                                        H. Robert Jochem, Vice President

ATTEST:

By: /s/ Michael L. Sklar
    -------------------------------
    Michael L. Sklar,
      Assistant Secretary



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    * * * *




     HEALTH & TENNIS CORPORATION OF AMERICA, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:



          RESOLVED, that the Certificate of Incorporation of HEALTH & TENNIS
     CORPORATION OF AMERICA be amended by changing the 4 Article thereof so
     that, as amended, said Article shall be and read as follows:

          ARTICLE 4: The total number of shares of stock which the corporation
     shall have authority to issue is Fifteen Million (15,000,000) and the par
     value of each of such shares is One Ten Thousandth of One Cent (.0001)
     amounting in the aggregate to Fifteen Hundred Dollars ($1,500.00).

          FURTHER RESOLVED, each of the 1,500 Common shares, $1.00 par value, of
     the Company now issued and outstanding is hereby automatically reclassified
     and changed by this amendment (without any further act of the corporation
     or its shareholders) into Six Thousand (6,000) shares of Common, .0001 par
     value, stock; and

          FURTHER RESOLVED, that the proper officer of the Company be and hereby
     is authorized and instructed to receive and cancel each of the 1,500 Common
     shares, $1.00 par value of the Company now issued and outstanding and to
     exchange therefor the proper number of Common, .0001 par value, stock as
     contemplated by these resolutions.

          SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of section 228 of the General Corporation Law of
the State of Delaware.




     THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of sections 242 and 228 of the General Corporation
Law of the State of Delaware.

     IN WITNESS WHEREOF, said HEALTH & TENNIS CORPORATION OF AMERICA has caused
this certificate to be signed by Donahue L. Wildman, its President, and attested
by Michael L. Sklar, its Ass't Secretary, this 11th day of October, 1982.


                                   HEALTH & TENNIS CORPORATION OF AMERICA


                                   By  /s/ Don Wildman Pres.
                                       -----------------------------------------


ATTEST:

By /s/ Michael L. Sklar     Asst. Sec.
   -----------------------------------

                            [STATE OF DELAWARE SEAL]


     I, Robert H. Reed, Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Restated
Certificate of Incorporation of the "HEALTH & TENNIS CORPORATION OF AMERICA",
as received and filed in this office the nineteenth day of November, A.D. 1975,
at 10 o'clock A.M.


                              In Testimony Whereof, I have hereunto set my hand
                              and official seal at Dover this nineteenth day of
                              November in the year of our Lord one thousand nine
                              hundred and seventy-five.


[SEAL]                                  /s/ Robert H. Reed
                                   ---------------------------------------------
                                     Robert H. Reed           Secretary of State



                                    /s/ G.A. Biddle
                                   ---------------------------------------------
                                                       Ass't. Secretary of State





                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                     HEALTH & TENNIS CORPORATION OF AMERICA


                                   * * * * *


     HEALTH & TENNIS CORPORATION OF AMERICA, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:

     1.   The name of the corporation is HEALTH & TENNIS CORPORATION OF AMERICA
and the name under which the corporation was originally incorporated is CHICAGO
HEALTH CLUBS II, INC.

     The date of filing its original Certificate of Incorporation with the
Secretary of State was October 5, 1972.

     2.   This Restated Certificate of Incorporation restates and integrates and
further amends the Certificate of Incorporation of this corporation in order to
change the status of the corporation to that of a close corporation.

     3.   The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth in
full:

     1.   The name of the corporation is HEALTH & TENNIS CORPORATION OF AMERICA
(a close corporation).

     2.   The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is:
To own and operate health clubs and related companies.








          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is one hundred thousand (100,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Hundred
Thousand Dollars ($100,000.00).

          The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:

          Shares of stock of this corporation are to be issued and held by each
and every stockholder of this corporation upon and subject to the following
terms and conditions:

          (a)  All of the issued and outstanding stock of all classes shall be
held of record by not more than 30 persons, as defined in section 342 of the
General Corporation Law;

          (b)  The corporation shall make no offering of any of its stock of
any class which would constitute a "public offering" within the meaning of the
United States Securities Act of 1933, as it may be amended from time to time;
and

          (c)  Transfers of shares of the stock of any class of the corporation
shall be subject to rights of first refusal as follows:

               (i)  Notice.   If a stockholder receives a bona fide offer to
purchase and such stockholder intends to transfer shares of which he is owner
to any person other than the Corporation, he shall give sixty days written
notice to each remaining stockholder of his intention to transfer shares in
accordance with such offer. The notice, in addition to stating the fact of the
intention to transfer shares, shall state the number of shares to be
transferred, the name, business and residence address of the proposed
transferee, whether or not the transfer is for a valuable consideration, and,
if so, the amount thereof and the other terms of sale.

               (ii) Exercise of Primary Option.   Within sixty days of the
receipt of the notice of intention to transfer shares by the last of the
remaining stockholders to receive such notice, each remaining stockholder may
exercise an option to purchase that proportion of the shares proposed to be
transferred which equals the proportion which the number of shares owned by each
such remaining stockholder at the time of his receipt of notice is of the total
of the shares then owned by all the remaining stockholders. The purchase option
granted in this paragraph 4(c)(ii) is hereinafter sometimes referred to as the
"primary option".


                                      -2-

     (iii) Failure to Exercise Primary Option -- Secondary Option.  If a
stockholder fails to exercise the primary option granted to him to purchase
shares, each remaining stockholder who is granted and who exercises a primary
option may within ten days after the expiration of the sixty-day option period
provided for in paragraph 4(c)(ii) above, exercise an option to purchase the
shares with respect to which such stockholder has failed to exercise his
primary option (hereinafter "the option shares"). In the case of a single
remaining stockholder, his option shall be to purchase all of the option
shares. In the case of two or  more remaining stockholders, each such remaining
stockholder's option shall be to purchase the number of the option shares which
bears the same proportion to the total number of the option shares as the
number of shares owned by each such remaining stockholder at the time of
receipt of the notice provided for in paragraph 4(c)(ii) above bears to the
total number of shares then owned by all such remaining stockholders; provided
that all such remaining stockholders may, by agreement among themselves,
determine the proportion in which some or all of their number may exercise the
option granted in this paragraph 4(c)(iii).

     (iv) Purchase of All Shares.  The stockholders who are granted options to
purchase shares must, in the aggregate, exercise their options to purchase all
of the shares proposed to be transferred by the transferring stockholder or
forfeit their purchase options.

     (v) Use of Written Notice.  All notice provided for herein shall be in
writing and made either (a) by actual delivery of the notice into the hands of
the parties thereunto entitled or (b) by the mailing of the notice in the U.S.
Mail to the last known address of the party entitled thereto, Registered Mail -
Return Receipt Requested. Such notices shall be deemed to have been received
only when actually received by the party or parties entitled thereto. The
stockholders who exercise the primary or secondary purchase options granted
above shall do so by delivery of written notice of their exercise of the
options, within the time provided above, to the proposed transferor.

     (vi) Purchase Price and Terms.  The purchase price of the shares shall be
the price, if any, offered to the proposed transferee as set forth in the
notice provided for in paragraph 4(c)(i) above and shall be paid in accordance
with the terms offered to the proposed transferee set forth in said notice. In
the event payment shall be in installments then notwithstanding the terms and
conditions of the offer, shares of stock purchased shall be pledged to secure
the obligation. No option shall be deemed validly exercised unless the
stockholder wishing to exercise such option shall agree to meet all other
material terms and conditions of the bona fide offer.

     (vii) Closing.  Unless otherwise agreed by the stockholders involved, the
closing of the sale and purchase of shares provided for herein shall take place
at the general offices of the Corporation on the date ten days after delivery

                                      -3-

to the selling stockholder of written notice by the last of the purchasing
stockholders to deliver such notice of his exercise of the option to purchase
the selling stockholder's shares. At the closing of the sale and purchase, the
parties thereto shall execute and deliver to each other the various documents
that shall be required to carry out the undertakings hereunder and the selling
stockholder shall deliver to the Corporation his resignation and that of his
nominees, if any, as officers and directors of the Corporation and any of its
subsidiaries.

          (viii)    Forfeit of Option - Rights. If the purchase options are
forfeited or are not exercised in compliance with the terms hereof, then the
shares may be transferred within ten days after the expiration of the
seventy-day option period granted to each remaining stockholder to the
transferee named in the notice required above and upon the terms therein stated
provided that such shares in the hands of the transferee shall be and remain
subject to the terms hereof.

          (ix)      Restriction - Transfer & Pledge. Transfers of the shares
made otherwise than in accordance with this Certificate of Incorporation shall
be void. Stockholders may pledge stock which they own provided any pledgee of
the shares of such stockholder shall take such stock subject to all terms and
conditions of this agreement. No stockholder shall make a gift of his shares,
provided that a transfer of shares to any person by will or in accordance with
the laws of descent and distribution shall not be restricted by the provisions
of this Certificate of Incorporation except to the extent that such shares in
the hands of any such person shall be and remain subject to the terms hereof.

          (x)       All certificates representing shares of the Corporation's
stock of every class shall bear the following legend:

               "The sale, transfer or encumbrance of the shares represented by
               this certificate is subject to restrictions contained in the
               Certificate of Incorporation of this Corporation."

     5.   The Corporation is to have perpetual existence.

     6.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

          To make, alter or repeal the bylaws of the Corporation.

     7.   The Corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of


                                      -4-


capital stock or of which it is a creditor against expenses actually and
necessarily incurred by them in connection with the defense of any action, suit
or proceeding in which they, or any of them, are made parties, or a party, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or of such other Corporation, except in relation to matters as
to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled,
under any by-law, agreement, vote of stockholders or otherwise.

     8.   Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the Corporation shall so
provide.

     9.   The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation; provided, however, that in no
event may any such provision be amended, altered, changed or repealed without
the unanimous written consent of all of the stockholders.

     4.   This Restated Certificate of Incorporation was duly adopted by
unanimous written consent of the stockholders in accordance with the applicable
provisions of Sections 228, 242 and 245, of the General Corporation Law of the
State of Delaware.

     IN WITNESS WHEREOF, said HEALTH & TENNIS CORPORATION OF AMERICA has caused
this certificate to be signed by Donahue L. Wildman its President, and attested
by Michael L. Sklar its Asst. Secretary, this 31st day of October, 1975.


                                   HEALTH & TENNIS CORPORATION
                                     OF AMERICA



                                   By /s/ Don Wildman
                                      -------------------------
                                         President


ATTEST:


By /s/ Michael L. Sklar
   -------------------------
   Asst. Secretary




CORPORATE SEAL



                                      -5-



                            [State of Delaware Seal
                         Office of Secretary of State.]

I, Robert H. Reed, Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Amendment of the "CHICAGO HEALTH CLUBS II, INC.", as received and filed in
this office the twenty-sixth day of October, A.D. 1973, at 3 o'clock P.M.

                               In Testimony Whereof, I have hereunto set my hand
                                and official seal at Dover this twenty-sixth day
                                              of October in the year of our Lord
                                    one thousand nine hundred and seventy-three.


                                                              /s/ Robert H. Reed
                                           -------------------------------------
                                           Robert H. Reed    Secretary of State


                                                                 /s/ G.A. Biddle
                                           -------------------------------------
                                           G.A. Biddle  Ass't Secretary of State



                                     [Seal]


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

     CHICAGO HEALTH CLUBS II, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY

     FIRST:  That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of CHICAGO HEALTH CLUBS II,
     INC. be amended by changing the Article thereof numbered "1" so that, as
     amended, said Article shall be and read as follows:

     "1.  The name of the corporation is HEALTH & TENNIS CORPORATION OF AMERICA

     SECOND:  That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of The General Corporation Law of
the State of Delaware.

     THIRD:  That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 of The General Corporation Law of the
State of Delaware.

     IN WITNESS WHEREOF, said CHICAGO HEALTH CLUBS II, INC. has caused this
certificate to be signed by Donahue L. Wildman, its President, and attested by
Michael Sklar, its Assistant Secretary this 24th day of October, 1973.

                                        CHICAGO HEALTH CLUBS II, INC.


                                        By /s/ Donahue L. Wildman, President
                                           ---------------------------------
                                           Donahue L. Wildman, President


ATTEST:


/s/ Michael L. Sklar
- -------------------------------
Michael L. Sklar, Assistant
  Secretary


             [STATE OF DELAWARE OFFICE OF SECRETARY OF STATE SEAL]

I, WALTON H. SIMPSON, Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of


Certificate of Incorporation of the "CHICAGO HEALTH CLUBS II, INC.", as
received and filed in this office the fifth day of October, A.D. 1972, at 10
o'clock A.M.




                               In Testimony Whereof, I have hereunto set my hand
                                       and official seal at Dover this fifth day
                                              of October in the year of our Lord
                                      one thousand nine hundred and seventy-two.

                                                     /s/  Walton H. Simpson
                                                    ----------------------------
                                                              Secretary of State

[SEAL]
                                                                 /s/ [illegible]
                                                    ----------------------------
                                                        Asst. Secretary of State


                          CERTIFICATE OF INCORPORATION

                                       OF

                         CHICAGO HEALTH CLUBS II, INC.

                                   * * * * *

     1.   The name of the corporation is

           CHICAGO HEALTH CLUBS II, INC.

     2.   The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is:

     To own and operate health club and related companies.

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole


or any part of the obligations or liabilities of any person, firm, association
or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage of otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.


                                      -2-

     To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or
by this certificate of incorporation together with any powers incidental
thereto, so far as such powers and privileges are necessary or convenient to
the conduct, promotion or attainment of the business or purposes of the
corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in


                                      -3-

nowise limited or restricted by reference to, or inference from, the terms of
any other clause in this certificate of incorporation, but the business and
purposes specified in each of the foregoing clauses of this article shall be
regarded as independent business and purposes.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is one hundred thousand (100,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Hundred
Thousand Dollars ($100,000.00).

     5.   The name and mailing address of each incorporator is as follows:



     NAME                          MAILING ADDRESS
     ----                          ---------------
                                

S. E. Widdoes                      100 West Tenth Street
                                   Wilmington, Delaware 19801

W. J. Reif                         100 West Tenth Street
                                   Wilmington, Delaware 19801

J. L. Rivera                       100 West Tenth Street
                                   Wilmington, Delaware 19801


     6.   The corporation is to have perpetual existence.

     7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.


                                      -4-


     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The by-laws may provide that in the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the


                                      -5-


corporation; and, unless the resolution or by-laws, expressly so provide, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

     When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

     8.   Indemnify any and all of its directors or officers or former directors
or officers or any person who may have served at its request as a director or
officer of another corporation in which it owns shares of capital stock or of
which it is a creditor against expenses actually and necessarily incurred by
them in connection with the defense of any action, suit or proceeding in which
they, or any of them, are made parties, or a party, by reason of being or having
been directors or officers or a director or officer of the corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer or former director or officer or person shall be adjudged in
such action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which


                                      -6-

those indemnified may be entitled, under any by-law, agreement, vote of
stockholders or otherwise.

     9.  Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

     10.  The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.


                                      -7-

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 5th day of October, 1972.



                                                  S. E. Widdoes
                                                  ----------------------------

                                                  W. J. Reif
                                                  ----------------------------

                                                  J. L. Rivera
                                                  ----------------------------



                                      -8-

EX-3.18

                                                                    Exhibit 3.18

                                   EXHIBIT A

                     HEALTH & TENNIS CORPORATION OF AMERICA

                                    -o-O-o-

                                   BY - LAWS

                                    -o-O-o-

                                   ARTICLE I

                                    OFFICES

     Section 1.  The registered office of the corporation shall be in the City
of Wilmington, County of New Castle, State of Delaware.

     Section 2.  The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may
from time to time determine or the business of the corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.  All meetings of the stockholders for the election of directors
shall be held in the City of Chicago, State of Illinois, at such place as may
be fixed from time to time by the board of directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the



notice of the meeting. Meetings of stockholders for any other purpose
may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

     "Section 2.  Annual meetings of stockholders, commencing with the year
     1994, shall be held during the third week in January at a date and time to
     be determined by the Board of Directors and, if a legal holiday, then on
     the next secular day at which they shall elect by a plurality vote a board
     of directors, and transact such other business as may properly be brought
     before the meeting."

     Section 3.  Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

     Section 4.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any

                                      -2-

stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

     Section 5.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 6.  Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

     Section 7.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.


                                      -3-

     Section 8.  The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 9.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes


                                      -4-

or of the certificate of incorporation a different vote is required, in which
cash such express provision shall govern and control the decision of such
question.

     Section 10. Unless otherwise provided in the certificate of incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three
years from its date, unless the proxy provides for a longer period.

     Section 11. Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.

     Shares standing in the name of a deceased person, a minor ward or an
incompetent person may be voted by his administrator, executor, court appointed
guardian or conservator, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor, court appointed
guardian or conservator. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a

                                      -5-

receiver may be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of the court by
which such receiver was appointed.

     A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Any number of stockholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose
of the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its
registered office. The counterpart of the voting trust agreement so deposited
with the corporation shall be subject to the same right of examination by a
stockholder of the corporation, in person or by agent or attorney, as are the
books and records of the corporation, and shall be subject to examination by
any holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose. After the
filing of a copy of the counterpart

                                      -6-

of the agreement, certificates of stock shall be issued to the voting trustee
or trustees to represent any stock of an original issue so deposited with him
or them, and any certificates of stock so transferred to the voting trustee or
trustees shall be surrendered and cancelled and new certificates therefor shall
be issued to the voting trustee or trustees. In the certificates so issued it
shall be stated that they are issued pursuant to such agreement, and that fact
shall also be stated in the stock ledger of the corporation.

     Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     Section 12.  Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or

                                      -7-

take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

     Section 13. Voting on any question or in any election may be by voice
unless the presiding officer shall order or any stockholder shall demand that
voting be by ballot.

                                  ARTICLE III
                                  -----------

                                   DIRECTORS
                                   ---------

     "SECTION 1. THE NUMBER OF DIRECTORS SHALL BE AT LEAST THREE (3), BUT NO
MORE THAN TWENTY (20). THE DIRECTORS SHALL BE ELECTED AT THE ANNUAL MEETING OF
THE STOCKHOLDERS, EXCEPT AS PROVIDED IN SECTION 2 OF THIS ARTICLE, AND EACH
DIRECTOR ELECTED SHALL HOLD OFFICE UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED.
DIRECTORS NEED NOT BE STOCKHOLDERS."

      Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there

                                      -8-

are no directors in office, then an election of directors may be held in the
manner provided by statute. If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

     Section 3. The business of the corporation shall be managed by its board
of directors which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.


                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.





                                      -9-


     Section 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.

     Section 7. Special meetings of the board may be called by the president on
five days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors.

     Section 8. At all meetings of the board a majority of the directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at

                                      -10-


any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. Directors may participate in a regular or special
meeting of the board of directors by means of conference telephone or similar
communications equipment by means of which all other directors participating in
the meeting can hear each other, and participation in a meeting pursuant to this
method shall constitute presence in person at such meeting.

     Section 9.  Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

     Section 10.  A director of the corporation who is present at a meeting of
the board of directors at which action on any corporate matter is taken shall be
conclusively presumed to have assented to the action taken unless his dissent
shall


                                      -11-

be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.


                            COMMITTEES OF DIRECTORS

     Section 11.  The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the


                                      -12-

business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

     Section 12.  Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.

                           COMPENSATION OF DIRECTORS

     Section 13.  Unless otherwise restricted by the certificate of
incorporation, the board of directors shall have the authority to fix the
compensation of directors. The

                                      -13-

directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.


                                   ARTICLE IV

                                    NOTICES



     Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram.

     Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver




                                     -14-





thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.


                                   ARTICLE V

                                    OFFICERS


     Section 1. The of

     "The officers of the corporation shall be chosen by the board of directors
     or the stockholders and shall be a chairman of the board, a president, a
     vice president, a secretary and a treasurer. The board of directors or the
     stockholders may also choose additional vice-presidents, and one or more
     assistant secretaries and assistant treasurers. Any number of offices may
     be held by the same person, unless the certificate of incorporation or
     these by-laws otherwise provide."


     Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice-presidents,
a secretary and a treasurer.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors and no officer or agent shall be
prevented from receiving such salary





                                     -15-


by reason of the fact that he is also a director of the corporation.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Except as provided in any written contract of
employment entered into by the corporation, any officer elected or appointed by
the board of directors may be removed at any time, with or without cause, by
affirmative vote of a majority of the board of directors. Any vacancy occurring
in any office of the corporation shall be filled by the boards of directors.

                           THE CHAIRMAN OF THE BOARD

     Section 6.

               "The Chairman of the Board shall be the chief executive officer,
               shall exercise and perform the duties incident to the offices of
               Chairman of the Board and chief executive officer and shall have
               such other specific powers and responsibilities as may be
               conferred upon him by the Board of Directors. He shall, when
               preset, preside at meetings of the stockholders and the board of
               directors."


     Section 7.                  THE PRESIDENT

               "Except in such instances as the Board may confer powers in
               particular transactions upon the Chairman of the board or any
               other officer, and subject to the control and direction of the
               Board of Directors, the President shall supervise, manage and
               direct the business of the Corporation and shall communicate to
               the Board of Directors reports, proposals and recommendations for
               their respective consideration or action. In the event of the
               absence of the Chairman of the Board, or his capacity or
               inability to act, then the President shall preside at all
               meetings of the stockholders and the board of directors. The
               President shall act for or on behalf of the Corporation in all
               matters in which action by the President as such is required by
               law, and he may do and perform all other acts and things incident
               to the position of President, including the signing of contracts
               and other documents in the name of the corporation, except as may
               be otherwise provided in these By-Laws or ordered by the Board of
               Directors."

                                      -16-

                              THE VICE-PRESIDENTS

     Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. The vice-presidents
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.


                    THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president,





                                     -17-


under whose supervision he shall be. He shall have custody of the corporate seal
of the corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

     Section 10.    The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.


                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.    The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and




                                      -18-


other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.

     Section 12.  He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     Section 13.  If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.

     Section 14.  The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election), shall,
in the absence of the treasurer or in the event of his inability

                                      -19-

or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI
                                   ----------
                                INDEMNIFICATION
                                ---------------

     Section 1.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of

                                      -20-


any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 2.  The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation


                                      -21-



unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Section 3.  To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Section 4.  Any indemnification under Sections 1 and 2 (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.


                                      -22-

     Section 5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.

     Section 6. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     Section 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other

                                      -23-


enterprise against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article VI.

                                  ARTICLE VII

                             CERTIFICATES OF STOCK

     Section 1.  Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors or the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation.

     Section 2.  Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                      -24-

                               LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person

                                      -25-

entitled thereto, cancel the old certificate and record the transaction upon
its books.

                               FIXING RECORD DATE

     Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                            REGISTERED STOCKHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its

                                      -26-

C-7481B

books as the owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

                                   CONTRACTS

     Section 1.  In the absence of fraud, no contract or other transaction
between the corporation and any other corporation, and no act of the
corporation, shall in any way be invalidated or otherwise affected by the fact
that any one or more of the directors of the corporation are pecuniarily or
otherwise interested in, or are directors or officers of, such other
corporation. Any director of the corporation individually, or any firm or
association of which any director may be a member, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of the
corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
board of directors of the corporation or a majority thereof; and any director
of the

                                      -27-


corporation who is also a director or officer of such other corporation or who
is so interested, may be counted in determining the existence of a quorum at
any meeting of the board of directors or of any committee of the corporation
which shall authorize any such contract or transaction and may vote thereat to
authorize any such contract or transaction, with like force and effect as if he
were not such director or officer of such other corporation or not so
interested. Any contract, transaction or act of the corporation or of the
directors or any committee which shall be ratified by a majority of a quorum of
the stockholders having voting powers at any annual meeting, or at any special
meeting called for such purpose, shall, so far as permitted by law and by the
certificate of incorporation, be as valid and as binding as though ratified by
every stockholder of the corporation.

                                   DIVIDENDS

     Section 2.  Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

                                      -28-


          Section 3.  Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as
a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, an the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

          Section 4.  The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS

     Section 5.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                      -29-


                                  FISCAL YEAR

     Section 6.  The fiscal year of the corporation shall begin on the first day
of January and shall end on the thirty-first day of December in each year.

                                      SEAL

     Section 7.  The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE IX

                                   AMENDMENTS

     Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new by-laws be contained in
the notice of such special meeting.


                                      -30-

EX-3.19

                                                                    Exhibit 3.19


- --------------------------------------------------------------------------------
             MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
              CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received: FEB 03 1998                         (FOR BUREAU USE ONLY)
- --------------------------
                                                           FILED
- -------------------------------------
Name:  PH. 517-663-2525  Ref # 80646                     FEB 03 1998
       Attn: Cheryl J. Bixby
       MICHIGAN RUNNER SERVICE                          Administrator
       P.O. Box 266                        MI DEPARTMENT OF CONSUMER & INDUSTRY
       Eaton Rapids, MI. 48827-0266         SERVICES CORPORATION, SECURITIES &
                                                  LAND DEVELOPMENT BUREAU
                                          EFFECTIVE DATE:
- -------------------------------------    ---------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME
  AND ADDRESS YOU ENTER ABOVE


           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                    FOR USE BY DOMESTIC PROFIT CORPORATIONS
          (PLEASE READ INFORMATION AND INSTRUCTIONS ON THE LAST PAGE)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

- -------------------------------------------------------------------------------
1.   The present name of the corporation is:  Vic Tanny International, Inc.

2.   The identification number assigned by the Bureau is:  084952

3.   The location of its registered office is:

c/o The Corporation Company,
30600 Telegraph Road, Bingham Farms, Michigan   48025
- -----------------------------------           ----------
  (Street Address)       (City)               (Zip Code)
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
4.   Article I of the Articles of Incorporation is hereby amended to read as
     follows:

     "The name of the corporation shall be Bally Total Fitness International,
     Inc."



- -------------------------------------------------------------------------------
[ILLEGIBLE] -272-5/2/97)

- --------------------------------------------------------------------------------

5. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE
   FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the           day of                 , 19  , in accordance with the
   provisions of the Act by the unanimous consent of the incorporator(s) before
   the first meeting of the Board of Directors or Trustees.


          Signed this           day of                       , 19     .
                      ---------        ----------------------    ----


  --------------------------------------  -------------------------------------
              (Signature)                             (Signature)


  --------------------------------------  -------------------------------------
          (Type or Print Name)                    (Type or Print Name)


  --------------------------------------  -------------------------------------
              (Signature)                             (Signature)

  --------------------------------------  -------------------------------------
          (Type or Print Name)                    (Type or Print Name)


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

6. (FOR PROFIT CORPORATIONS, AND FOR NONPROFIT CORPORATIONS WHOSE ARTICLES
   STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.)

   The foregoing amendment to the Articles of Incorporation was duly adopted on
   the 18th day of December, 1997 by the shareholders if a profit corporation,
   or by the shareholders or members if a nonprofit corporation (check one of
   the following)

   [ ] at a meeting. The necessary votes were cast in favor of the amendment.

   [ ] by written consent of the shareholders or members having not less than
       the minimum number of votes required by statute in accordance with
       Section 407(1) and (2) of the Act if a nonprofit corporation, or Section
       407(1) of the Act if a profit corporation. Written notice to shareholders
       or members who have not consented in writing has been given. (Note:
       Written consent by less than all of the shareholders or members is
       permitted only if such provision appears in the Articles of
       Incorporation.)

   [X] by written consent of all the shareholders or members entitled to vote
       in accordance with section 407(3) of the Act if a nonprofit corporation,
       or Section 407(2) of the Act if a profit corporation.



                      Signed this 5th day of January, 1998
                                  ---        -------    --

                      By /s/ Cary A. Gaan
                        --------------------------------------------
                        (Signature of President, Vice-President,
                         Chairperson, Vice-Chairperson)

                           Cary A. Gaan        Senior Vice President
                      ----------------------------------------------
                       (Type or Print Name)    (Type or Print Name)

- --------------------------------------------------------------------------------



- -----------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- -----------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                       DATE RECEIVED






           CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                        FOR USE BY DOMESTIC CORPORATIONS

            (Please read information and instructions on last page)


     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:


1.   The present name of the corporation is: VIC TANNY INTERNATIONAL, INC.

2.   The corporation identification number (CID) assigned by the Bureau is:
     084-952

3.   The location of its registered office is:

     615 Griswold                     Detroit,      Michigan    48226
     ----------------------------------------------          -----------
     (Street Address)                  (City)                 (ZIP Code)

     c/o CT Corporation


4.   Article VIII of the Articles of Incorporation is hereby amended to read as
     follows:

               The term of the corporate existence is perpetual.



5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
     OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
     OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a.   [  ] The foregoing amendment to the Articles of Incorporation was duly
     adopted on the ____ day of ____________ , 19 ____ , in accordance with the
     provisions of the Act by the unanimous consent of the incorporator(s)
     before the first meeting of the board of directors or trustees.

     Signed this ______ day of ________________________________________, 19 ____


     ----------------------------------    -------------------------------------


     ----------------------------------    -------------------------------------


     ----------------------------------    -------------------------------------
   (Signatures of ALL incorporators; type or print name under each signature)


b.   [XX] The foregoing amendment to the Articles of Incorporation was duly
     adopted on the 1st day of, April, 1983. The amendment: (check one of the
     following)

     [  ] was duly adopted in accordance with Section 611(2) of the Act by the
          vote of the shareholders if a profit corporation, or by the vote of
          the shareholders or members if a nonprofit corporation, or by the
          vote of the directors if a nonprofit corporation organized on a
          nonstock directorship basis. The necessary votes were case in favor
          of the amendment.

     [  ] was duly adopted by the written consent of ALL the directors pursuant
          to Section 525 of the Act and the corporation is a nonprofit
          corporation organized on a nonstock directorship basis.

     [  ] was duly adopted by the written consent of the shareholders or
          members having not less than the minimum number of votes required by
          statute in accordance with Section 407(1) and (2) of the Act. Written
          notice to shareholders or members who have not consented in writing
          has been given. (Note: Written consent by less than ALL of the
          shareholders or members is permitted only if such provision appears
          in the Articles of Incorporation.)

     [XX] was duly adopted by the written consent of all the shareholders or
          members entitled to vote in accordance with Section 407(3) of the Act.

                                               Signed this 10th day of May, 1991

                                             By /s/ CARY A. GAAN
                                             -----------------------------------
                                             Cary A. Gaan         Vice President

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS   Name of person or
INDICATED IN THE BOX BELOW. Include name, street and    organization
number (or P.O. box), city, state and ZIP Code.         remitting fees:

                                                        Vic Tanny
                                                        International, Inc.
                                                        -----------------------

- ----------------------------------------------------    -----------------------
                                                        Preparer's name and
   Ann L. Burt                                          business telephone
   Legal Assistant                                      number:
   Health & Tennis Corporation of America
   8700 W. Bryn Mawr Avenue-2nd Floor                      Ann L. Burt
   Chicago, IL 60631                                    -----------------------
                                                           (312) 380-3000
- ----------------------------------------------------    -----------------------

- -------------------------------------------------------------------------------

                          INFORMATION AND INSTRUCTIONS

1.  The amendment cannot be filed until this form, or a comparable document, is
    submitted.

2.  Submit one original copy of this document. Upon filing, a microfilm copy
    will be prepared for the records of the Corporation and Securities Bureau.
    The original copy will be returned to the address appearing in the box above
    as evidence of filing.

    Since this document must be microfilmed, it is important that the filing be
    legible. Documents with poor black and white contrast, or otherwise
    illegible, will be rejected.

3.  This document is to be used pursuant to the provisions of section 631 of the
    Act for the purpose of amending the articles of incorporation of a domestic
    profit or nonprofit corporation. Do not use this form for restated articles.
    A nonprofit corporation is one incorporated to carry out any lawful purpose
    or purposes not involving precuniary profit or gain for its directors,
    officers, shareholders, or members. A nonprofit corporation organized on a
    nonstock directorship basis, as authorized by Section 302 of the Act, may or
    may not have members, but if it has members, the members are not entitled to
    vote.

4.  Item 2 -- Enter the identification number previously assigned by the Bureau.
    If this number is unknown, leave it blank.

5.  Item 4 -- The article being amended must be set forth in its entirety.
    However, if the article being amended is divided into separately
    identifiable sections, only the sections being amended need be included.

6.  This document is effective on the date approved and filed by the Bureau. A
    later effective date, no more than 90 days after the date of delivery, may
    be stated.

7.  If the amendment is adopted before the first meeting of the board of
    directors, item 5(a) must be completed and signed in ink by all of the
    incorporators listed in Article V of the Articles of Incorporation. If the
    amendment is otherwise adopted, item 5(b) must be completed and signed in
    ink by the president, vice-president, chairperson, or vice-chairperson of
    the corporation.

8.  FEES: Filing fee (Make remittance payable to State of Michigan).......$10.00
          Franchise fee for profit corporations (payable only if authorized
          capital stock has increased) -- 1/2 mill (.0005) on each dollar
          of increase over highest previous authorized capital stock.

9.  Mail form and fee to:
        Michigan Department of Commerce
        Corporation and Securities Bureau
        Corporation Division
        P.O. Box 30054
        6546 Mercantile Way
        Lansing, MI 48909
        Telephone: (517) 334-6302

- -------------------------------------------------------------------------------

C&S--111

                       (FOR USE BY DOMESTIC CORPORATIONS)

                        CERTIFICATE OF AMENDMENT TO THE

                          ARTICLES OF INCORPORATION OF


                         VIC TANNY INTERNATIONAL, INC.
                         -----------------------------
                             (Name of Corporation)

     The undersigned corporation executes the following Certificate of
Amendment to its Articles of Incorporation pursuant to the provisions of Section
631, Act 284, Public Acts of 1972:

     1.   The name of the corporation is Vic Tanny International, Inc.
          The location of the registered office is 22324 Michigan Avenue,
          Dearborn, Michigan 48120

     2.   The following amendment to the Articles of Incorporation was adopted
by the shareholders of the corporation in accordance with Subsection (2) of
Section 611, Act 284, Public Acts of 1972, on the 1st day of April, 1983:

     Resolved, that Article V(3) of the Articles of Incorporation be amended to
read as follows: (Any article being amended is required to be set forth in its
entirety.)

                  "Article V. (3). (Deleted in its entirety.)"

     3.   The necessary number of shares as required by statute were voted in
favor of the amendment.

Dated this 30th day of April, 1984.


                                        VIC TANNY INTERNATIONAL, INC.
                                        ----------------------------------------
                                                    (Corporate Name)

                                        BY /s/ H. ROBERT JOCHEM
                                           -------------------------------------

                                            H. Robert Jochem, Vice President
                                        ----------------------------------------
                                             (Type or Print Name and Title)



                                              (See Instructions on Reverse Side)


          (Please do not write in spaces below -- for Department use)
- --------------------------------------------------------------------------------
      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
     Date Received
- -------------------------
     May 18, 1984                                 (STAMP)
- -------------------------                          FILED
                                                JUN 20 1984
- -------------------------                      Administrator
                                       MICHIGAN DEPARTMENT OF COMMERCE
- -------------------------              Corporation & Securities Bureau

- -------------------------

- -------------------------

- -------------------------

- --------------------------------------------------------------------------------



C & S--111

                          INFORMATION AND INSTRUCTIONS
               CERTIFICATE OF AMENDMENT -- DOMESTIC CORPORATIONS

1. This form may be used by both profit and non-profit corporations. In case of
   a non-profit corporation organized on a non-stock basis, "shareholders" shall
   be construed to be synonymous with "members".

2. An effective date, not later than 90 days subsequent to the date of filing
   may be stated in the Certificate of Amendment.

3. The Certificate of Amendment is required to be signed in ink by the chairman
   or vice-chairman of the board of directors or the president or a
   vice-president of the corporation.

4. One original copy is required. A true copy will be prepared by the
   Corporation and Securities Bureau and returned to the person submitting the
   Certificate of Amendment for filing.

5. FEES: Filing Fee ..................................................... $10.00

     Franchise Fee (payable only in case of increase in authorized capital
     stock) - 1/2 mill on each dollar of increase over highest previous
     authorized capital stock ...........................................
     (Make fee payable to State of Michigan)

6. Mail form and fee to:

     Michigan Department of Commerce
     Corporation and Securities Bureau
     Corporation Division
     P.O. Drawer C
     Lansing, Michigan 48904

                            (STATE OF MICHIGAN SEAL)

                        MICHIGAN DEPARTMENT OF COMMERCE

                               LANSING, MICHIGAN


This is to Certify That the Annexed Copy of

    Articles of Incorporation and Amendment of VIC TANNY INTERNATIONAL, INC.

has been compared by me with the record on file in this Department and that the
same is a true copy thereof, and the whole of such record.


                                             In testimony whereof, I have
                                             hereunto set my hand and affixed
                                             the Seal of the Department, in the
                                             City of Lansing, this 4th day of
                                             February, 1983.

                                             /s/ [ILLEGIBLE]
                                             ---------------------------------
                                                                      Director

FORM 1


                           ARTICLES OF INCORPORATION


     These Articles of Incorporation are signed and acknowledged by the
incorporators for the purpose of forming a corporation for profit under the
provisions of Act No. 327 of the Public Acts of 1931, as amended, as follows:

                                   ARTICLE I.

     The name of the corporation is VIC TANNY DETROIT, INC.
                                    -------------------------------------------

                                  ARTICLE II.

     The purpose or purposes for which the corporation is formed are as follows:

To own, operate and purchase health clubs, gymnasiums and salons and to give
courses of instruction in physical fitness and physical culture; to sell
memberships in said health clubs, gymnasiums and salons and to sell products,
such as health foods, incidental to the operation of health clubs, gymnasiums
and salons; to buy, sell, lease and rent and generally deal in any and all
types of merchandise, equipment, and property; to sponsor, operate and promote
business ventures and enterprises; to invest in and sponsor all types of
business ventures; to purchase, lease or otherwise acquire and to hold on, sell
or dispose of real and personal property of all kinds, and in particular lands,
buildings, business concerns and undertaking, shares of stock, mortgages,
bonds, debentures and other securities, merchandise, book debts and claims,
trade-marks, trade names, and any interest in any real or personal property,
except that it shall not so engage as a broker.

In general to carry on any business in connection therewith and incident
thereto not forbidden by the laws of the State of Michigan and with all the
powers conferred upon corporations by the laws of the State of Michigan.

                                  ARTICLE III.

     Location of the first registered office is:

22324 Michigan Avenue,         Dearborn,              Wayne        , Michigan.
- -------------------------------------------------------------------
(No.)    (Street)               (City)     (Zone)    (County)

     Postoffice address of the first registered office is:

22324 Michigan Avenue,                     Dearborn,               , Michigan.
- -------------------------------------------------------------------
(No. and Street or P. O. Box)               (City)       (Zone)

                                  ARTICLE IV.

     The name of the first resident agent is Roy Zurkowski.
                                             ---------------------------------.

                                   ARTICLE V.

                     The total authorized capital stock is


                                                                                     
                { Preferred shs.   None          }     { Par Value $                        }
     (1)        {                --------------- }     {             ---------------------- } per share
                { Common shs.      50,000        }     { Par Value $ 1.00                   }
                {             ------------------ }     {             ---------------------- }



                                                                                  
                                                             { Book Value $                 }
                                                             {             ---------------- } per share
                    { Preferred  None         }              { Price fixed for sale $       }
and/or shs. of (2)  {           ------------- } no par value {                        ----- }
                    { Common  None            }              { Book Value $                 }
                    {        ---------------- }              {              --------------- } per share
                                                             { Price fixed for sale $       }
                                                             {                        ----- }



     (3)  A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof is as follows:

The stock of this Corporation is non-transferable unless it has been first
offered to the other stockholders of record of the Corporation and proof filed
with the Secretary of the Corporation in compliance therewith.

FORM 1



- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                  ARTICLE VI.

     The names and places of residence or business of each of the incorporators
and the number and class of shares subscribed for by each are as follows:
(Statute requires one or more incorporators)
================================================================================



                                                                                     NUMBER OF SHARES
                                                                           ------------------------------------
NAME                             RESIDENCE OR BUSINESS ADDRESS             Par Stock              Non-Par Stock
                                                                      -------------------      ----------------
               (NO.)     (STREET)       (CITY)         (STATE)        Common    Preferred      Common    Preferred
- -------------------------------------------------------------------------------------------------------------------
                                                                                 

Jack Clark     22324 Michigan,          Dearborn,      Mich.          333       None           None      None
- -------------------------------------------------------------------------------------------------------------------
Don Wildman    22324 Michigan,          Dearborn,      Mich.          333       None           None      None
- -------------------------------------------------------------------------------------------------------------------
Roy Zurkowski  22324 Michigan,          Dearborn,      Mich.          334       None           None      None
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------



                                  ARTICLE VII.

     The names and addresses of the first board of directors are as follows:

(Statute requires at least three directors)
================================================================================




               NAME                                        RESIDENCE OR BUSINESS ADDRESS
                                        (No.)       (Street)         (City)      (State)
                                                                     
- ----------------------------------------------------------------------------------------
Jack Clark                              22324     Michigan Avenue,   Dearborn,  Michigan
- ----------------------------------------------------------------------------------------
Don Wildman                             22324     Michigan Avenue,   Dearborn,  Michigan
- ----------------------------------------------------------------------------------------
Roy Zurkowski                           22324     Michigan Avenue,   Dearborn,  Michigan
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------


                                 ARTICLE VIII.

     The term of the corporate existence is thirty years.

                                  ARTICLE IX.

     Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them and/or between this corporation and its shareholders or any class of
them, any court of equity jurisdiction within the state of Michigan, may on the
application of this corporation or of any creditor or shareholder thereof, or
on the application of any receiver or receivers appointed for this corporation,
order a meeting of the creditors or class of creditors, and/or of the
shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in
such manner as said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, agree to any
compromise or arrangement or to any reorganization of this corporation as a
consequence of such compromise or arrangement, said compromise or arrangement
and said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the shareholders or class of shareholders, as the case
may be, and also on this corporation.

                                   ARTICLE X
     (Here insert any desired additional provisions authorized by the Act.)

None.
- --------------------------------------------------------------------------------

     We, the incorporators, sign our names this 30th day of August,        1962
                                                                    ------
  (All parties appearing under Article VI are required to sing in this space)

/s/ JACK CLARK
- --------------------------------------------------------------------------------
(Jack Clark)

/s/ DON WILDMAN
- --------------------------------------------------------------------------------
(Don Wildman)

/s/ ROY ZURKOWSKI
- --------------------------------------------------------------------------------
(Roy Zurkowski)


STATE OF MICHIGAN }         (One or more of the parties signing must acknowledge
                    ss.                      before the Notary)
COUNTY OF WAYNE   }

     On this 30th day of August, 1962 before me personally appeared Jack Clark,
Don Wildman and Roy Zurkowski to me known to be the persons described in and
who executed the foregoing instrument, and acknowledged that they executed the
same as their free act and deed.

                                              /s/ BARBARA A. KRALL
                                              ----------------------------------
                                              (Signature of Notary)

                                              Barbara A. Krall
                                              ----------------------------------
                                              (Print or type name of Notary)

                                              Notary Public for Wayne County,
                                              State of Michigan.

                                              My commission expires
                                              March 20, 1964.
                                              (Notarial seal required if
                                              acknowledgment taken out of State)




                                    RECEIVED

                                  SEP 10 1962

                            MICHIGAN CORPORATION AND
                             SECURITIES COMMISSION



                                    ORIGINAL
                       (CORPORATION FOR PECUNIARY PROFIT)
                           ARTICLES OF INCORPORATION
                                       OF

                            VIC TANNY DETROIT, INC.
                     -------------------------------------
                     (PLEASE TYPE OR PRINT CORPORATE NAME)


               UNDER ACT NO. 327, PUBLIC ACTS, 1931, AS AMENDED.

    (THIS BLANK PREPARED BY MICHIGAN CORPORATION AND SECURITIES COMMISSION.)


                                     FILED

                                  SEP 11 1962

                            /s/ RAYMOND [ILLEGIBLE]

                                  COMMISSIONER
                            MICHIGAN CORPORATION AND
                             SECURITIES COMMISSION


                            MICHIGAN CORPORATION AND
                             SECURITIES COMMISSION

                                  SEP 11 1962

                                /s/ [ILLEGIBLE]
                              --------------------
                                  Compared by


                       MAIL THREE SIGNED AND ACKNOWLEDGED
                                   COPIES TO:

                  MICHIGAN CORPORATION & SECURITIES COMMISSION
                  P.O. BOX 893             LANSING 4, MICHIGAN

                                     (SEAL)

FORM 16-[ILLEGIBLE]-10M

                               STATE OF MICHIGAN
                        MICHIGAN DEPARTMENT OF TREASURY
                              CORPORATION DIVISION
                               LANSING, MICHIGAN

- --------------------------------------------------------------------------------
               DO NOT WRITE IN SPACE BELOW -- FOR DEPARTMENT USE
- --------------------------------------------------------------------------------
DATE RECEIVED:        COMPARED BY:
SEP 25 1970                                                    FILED
- --------------------------------------------------          SEP 30 1970
                      DATE:                             /s/ ALLISON GREEN
                                                         STATE TREASURER
- --------------------                                    Michigan Department
                                                            of Treasury

- --------------------------------------------------
                      EXAMINER:

- --------------------                                         TRUE COPY
                                                        MICHIGAN DEPARTMENT
                                [ILLEGIBLE]                 OF TREASURY
- --------------------

- --------------------------------------------------------------------------------

                        CERTIFICATE OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION

                            Vic Tanny Detroit, Inc.
- --------------------------------------------------------------------------------
                                (Corporate Name)

a Michigan corporation, whose registered office is located at

22324 Michigan Avenue Dearborn, Wayne   Michigan 48120, certifies pursuant to
- ---------------------------------------          -----
(No.)   (Street)      (City)   (County)        (Zip Code)

the provisions of Section 43 of Act No. 327 of the Public Acts of 1931, as

amended, that at a meeting of the       Shareholders        of said corporation
                                  -------------------------
                                  (Shareholders or members)

called for the purpose of amending the articles of incorporation, and held on

the 1st day of August, 1970, it was resolved by the vote of the holders of

two-thirds of the shares of each class entitled to vote and by two-thirds of the

shares of each class whose rights, privileges or preferences are changed, that

Article No. I of the Articles of Incorporation is amended to read as follows,

viz.:

                                   ARTICLE I.
    (Any article being amended is required to be set forth in its entirety.)

          The name of the corporation is VIC TANNY INTERNATIONAL, INC.
- --------------------------------------------------------------------------------

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- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FORM 16                                          (Continued on the reverse side)

FORM 16

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- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
NOTE: Sec. 43, amended by Act 155, P.A. 1953, provides:

      "**** That any amendment which impairs the preemptive right of the holders
      of shares of any class of capital stock entitled to such right shall be
      approved by the vote of the holders of 2/3 of the shares of each such
      class.****"


Signed on [ILLEGIBLE], 1970

                                              [ILLEGIBLE]
                                   ------------------------------------
                                             (Corporate Name)

                               By  /s/ ROY ZURKOWSKI
                                   ------------------------------------
                                       (PRESIDENT OF [ILLEGIBLE]

                                   ROY ZURKOWSKI
                                   /s/ [ILLEGIBLE]
                                   ------------------------------------
                                    (SECRETARY OR ASSISTANT SECRETARY)
(Corporate Seal if any)


STATE OF MICHIGAN      )
                         SS.
COUNTY OF WAYNE        )

On this 1st day of August, 1970, before me appeared Roy Zurkowski (NAME OF
PRESIDENT OF [ILLEGIBLE]) to me personally known, who, being by me duly sworn,
did say that he is the president of Vic Tanny Detroit, Inc. (CORPORATE NAME),
which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed *[and sealed] in behalf of said corporation by authority of its board
of directors, and said officer acknowledged said instrument to be the free act
and deed of said corporation.

*If corporation has no seal strike out the words
in brackets and add at end of acknowledgement
the following: "and that said corporation has
no corporate seal".


                                   /s/ LINDA S. KRALL
                              -------------------------------
                                   (SIGNATURE OF NOTARY)

                              Notary Public for Wayne County,

                              State of Michigan

                                         LINDA. S. KRALL
                              Notary Public, Wayne County, Michigan
                              My Commission expires March 12, 1974

                              (Notarial seal required if acknowledgement
                               taken out of State)


                   Mail One Signed and Acknowledged Copy To:
                        Michigan Department of Treasury
                              Corporation Division
                  P.O. Drawer C       Lansing, Michigan 48904
           Filing Fee $5.00 -- Make fee payable to State of Michigan

FORM 16-[ILLEGIBLE]-10M

                               STATE OF MICHIGAN
                        MICHIGAN DEPARTMENT OF TREASURY
                              CORPORATION DIVISION
                               LANSING, MICHIGAN

- --------------------------------------------------------------------------------
               DO NOT WRITE IN SPACE BELOW -- FOR DEPARTMENT USE
- --------------------------------------------------------------------------------
DATE RECEIVED:        COMPARED BY:
SEP 25 1970                                                    FILED
- --------------------------------------------------          SEP 30 1970
                      DATE:                             /S/ ALLISON GREEN
                                                         STATE TREASURER
- --------------------                                   MICHIGAN DEPARTMENT
                                                           OF TREASURY

- --------------------------------------------------
                      EXAMINER:                             TRUE COPY
                                                       MICHIGAN DEPARTMENT
- --------------------                                       OF TREASURY

                          [ILLEGIBLE]
- --------------------


- --------------------------------------------------------------------------------

                        CERTIFICATE OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION

                            Vic Tanny Detroit, Inc.
- --------------------------------------------------------------------------------
                                (Corporate Name)

a Michigan corporation, whose registered office is located at
22324 Michigan Avenue Dearborn, Wayne   Michigan 48120, certifies pursuant to
- ---------------------------------------          -----
(No.)   (Street)      (City)   (County)        (Zip Code)

the provisions of Section 43 of Act No. 327 of the Public Acts of 1931, as
amended, that at a meeting of the          Shareholders     of said corporation
                                  -------------------------
                                  (Shareholders or members)

called for the purpose of amending the articles of incorporation, and held on
the 1st day of August, 1970, it was resolved by the vote of the holders of
two-thirds of the shares of each class entitled to vote and by two-thirds of the
shares of each class whose rights, privileges or preferences are changed, that
Article No. I of the Articles of Incorporation is amended to read as follows,
viz.:

                                   ARTICLE I.
    (Any article being amended is required to be set forth in its entirety.)

          The name of the corporation is VIC TANNY INTERNATIONAL, INC.
- --------------------------------------------------------------------------------

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- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
FORM 16                                          (Continued on the reverse side)

FORM 16

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- -------------------------------------------------------------------------------
NOTE: Sec. 43, amended by Act 155, P.A. 1953, provides:

      "**** That any amendment which impairs the preemptive right of the holders
      of shares of any class of capital stock entitled to such right shall be
      approved by the vote of the holders of 2/3 of the shares of each such
      class.****"


Signed on August 1, 1970

                                          Vic Tanny Detroit, Inc.
                                   ------------------------------------
                                             (Corporate Name)

                               By  /s/ ROY ZURKOWSKI
                                   ------------------------------------
                                       (PRESIDENT OF [ILLEGIBLE]

                                   ROY ZURKOWSKI
                                   /s/ [ILLEGIBLE]
                                   ------------------------------------
                                    (SECRETARY OR ASSISTANT SECRETARY)
(Corporate Seal if any)


STATE OF MICHIGAN      )
                         SS.
COUNTY OF WAYNE        )

On this 1st day of August, 1970, before me appeared Roy Zurkowski (NAME OF
PRESIDENT OF [ILLEGIBLE]) to me personally known, who, being by me duly sworn,
did say that he is the president of Vic Tanny Detroit, Inc., (CORPORATE NAME)
which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed *[and sealed] in behalf of said corporation by authority of its board
of directors, and said officer acknowledged said instrument to be the free act
and deed of said corporation.

*If corporation has no seal strike out the words
in brackets and add at end of acknowledgement
the following: "and that said corporation has
no corporate seal".


                                   /s/ LINDA S. KRALL
                              -------------------------------
                                   (SIGNATURE OF NOTARY)

                              Notary Public for Wayne County,

                              State of Michigan

                                         LINDA. S. KRALL
                              Notary Public, Wayne County, Michigan
                              My Commission expires March 12, 1974

                              (Notarial seal required if acknowledgement
                               taken out of State)


                   Mail One Signed and Acknowledged Copy To:
                        Michigan Department of Treasury
                              Corporation Division
                  P.O. Drawer C       Lansing, Michigan 48904
           Filing Fee $5.00 -- Make fee payable to State of Michigan

                            UNITED STATES OF AMERICA

                         (THE STATE OF MICHIGAN EMBLEM)

                 MICHIGAN CORPORATION AND SECURITIES COMMISSION

                               LANSING, MICHIGAN


To All To Whom These Presents Shall Come:

     I, Raymond F. Clevenger, Commissioner of the Michigan Corporation and
Securities Commission, Do Hereby Certify That Articles of Incorporation of VIC
TANNY DETROIT, INC. were duly filed in this office on the 11th day of September,
1962, in conformity with Act 327, Public Acts of 1931, as amended.


                                             In testimony whereof, I have
                                             hereunto set my hand and affixed
                                             the Seal of the Commission, in the
                                             City of Lansing, this 11th day of
                                             September, 1962.

                                             /s/ RAYMOND CLEVENGER
                                             ---------------------------------
                                                                 Commissioner.

FORM 1


                           ARTICLES OF INCORPORATION


     These Articles of Incorporation are signed and acknowledged by the
incorporators for the purpose of forming a corporation for profit under the
provisions of Act No. 327 of the Public Acts of 1931, as amended, as follows:

                                   ARTICLE I.

     The name of the corporation is VIC TANNY DETROIT, INC.
                                    -------------------------------------------

                                  ARTICLE II.

     The purpose or purposes for which the corporation is formed are as follows:

To own, operate and purchase health clubs, gymnasiums and salons and to give
courses of instruction in physical fitness and physical culture; to sell
memberships in said health clubs, gymnasiums and salons and to sell products,
such as health foods, incidental to the operation of health clubs, gymnasiums
and salons; to buy, sell, lease and rent and generally deal in any and all
types of merchandise, equipment, and property; to sponsor, operate and promote
business ventures and enterprises; to invest in and sponsor all types of
business ventures; to purchase, lease or otherwise acquire and to hold on, sell
or dispose of real and personal property of all kinds, and in particular lands,
buildings, business concerns and undertaking, shares of stock, mortgages,
bonds, debentures and other securities, merchandise, book debts and claims,
trade-marks, trade names, and any interest in any real or personal property,
except that it shall not so engage as a broker.

In general to carry on any business in connection therewith and incident
thereto not forbidden by the laws of the State of Michigan and with all the
powers conferred upon corporations by the laws of the State of Michigan.

                                  ARTICLE III.

     Location of the first registered office is:

22324 Michigan Avenue,         Dearborn,              Wayne        , Michigan.
- -------------------------------------------------------------------
(No.)    (Street)               (City)     (Zone)    (County)

     Postoffice address of the first registered office is:

22324 Michigan Avenue,                     Dearborn,               , Michigan.
- -------------------------------------------------------------------
(No. and Street or P. O. Box)               (City)       (Zone)

                                  ARTICLE IV.

     The name of the first resident agent is Roy Zurkowski.
                                             ---------------------------------.

                                   ARTICLE V.

                     The total authorized capital stock is


                                                                                     
                { Preferred shs.   None          }     { Par Value $                        }
     (1)        {                --------------- }     {             ---------------------- } per share
                { Common shs.      50,000        }     { Par Value $ 1.00                   }
                {             ------------------ }     {             ---------------------- }



                                                                                  
                                                             { Book Value $                 }
                                                             {             ---------------- } per share
                    { Preferred  None         }              { Price fixed for sale $       }
and/or shs. of (2)  {           ------------- } no par value {                        ----- }
                    { Common  None            }              { Book Value $                 }
                    {        ---------------- }              {              --------------- } per share
                                                             { Price fixed for sale $       }
                                                             {                        ----- }



     (3)  A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof is as follows:

The stock of this Corporation is non-transferable unless it has been first
offered to the other stockholders of record of the Corporation and proof filed
with the Secretary of the Corporation in compliance therewith.

FORM 1



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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                  ARTICLE VI.

     The names and places of residence or business of each of the incorporators
and the number and class of shares subscribed for by each are as follows:
(Statute requires one or more incorporators)
================================================================================



                                                                                     NUMBER OF SHARES
                                                                           ------------------------------------
NAME                             RESIDENCE OR BUSINESS ADDRESS             Par Stock              Non-Par Stock
                                                                      -------------------      ----------------
               (NO.)     (STREET)       (CITY)         (STATE)        Common    Preferred      Common    Preferred
- -------------------------------------------------------------------------------------------------------------------
                                                                                 

Jack Clark     22324 Michigan,          Dearborn,      Mich.          333       None           None      None
- -------------------------------------------------------------------------------------------------------------------
Don Wildman    22324 Michigan,          Dearborn,      Mich.          333       None           None      None
- -------------------------------------------------------------------------------------------------------------------
Roy Zurkowski  22324 Michigan,          Dearborn,      Mich.          334       None           None      None
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------



                                  ARTICLE VII.

     The names and addresses of the first board of directors are as follows:

(Statute requires at least three directors)
================================================================================




               NAME                                        RESIDENCE OR BUSINESS ADDRESS
                                        (No.)       (Street)         (City)      (State)
                                                                     
- ----------------------------------------------------------------------------------------
Jack Clark                              22324     Michigan Avenue,   Dearborn,  Michigan
- ----------------------------------------------------------------------------------------
Don Wildman                             22324     Michigan Avenue,   Dearborn,  Michigan
- ----------------------------------------------------------------------------------------
Roy Zurkowski                           22324     Michigan Avenue,   Dearborn,  Michigan
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------


                                 ARTICLE VIII.

     The term of the corporate existence is thirty years.

                                  ARTICLE IX.

     Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them and/or between this corporation and its shareholders or any class of
them, any court of equity jurisdiction within the state of Michigan, may on the
application of this corporation or of any creditor or shareholder thereof, or
on the application of any receiver or receivers appointed for this corporation,
order a meeting of the creditors or class of creditors, and/or of the
shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in
such manner as said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, agree to any
compromise or arrangement or to any reorganization of this corporation as a
consequence of such compromise or arrangement, said compromise or arrangement
and said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the shareholders or class of shareholders, as the case
may be, and also on this corporation.


                                   ARTICLE X
     (Here insert any desired additional provisions authorized by the Act.)

None.
- --------------------------------------------------------------------------------

     We, the incorporators, sign our names this 30th day of August,        1962
                                                                    ------
  (All parties appearing under Article VI are required to sing in this space)

/s/ JACK CLARK
- --------------------------------------------------------------------------------
(Jack Clark)

/s/ DON WILDMAN
- --------------------------------------------------------------------------------
(Don Wildman)

/s/ ROY ZURKOWSKI
- --------------------------------------------------------------------------------
(Roy Zurkowski)


STATE OF MICHIGAN }         (One or more of the parties signing must acknowledge
                    ss.                      before the Notary)
COUNTY OF WAYNE   }

     On this 30th day of August, 1962 before me personally appeared Jack Clark,
Don Wildman and Roy Zurkowski to me known to be the persons described in and
who executed the foregoing instrument, and acknowledged that they executed the
same as their free act and deed.

                                              /s/ BARBARA A. KRALL
                                              ----------------------------------
                                              (Signature of Notary)

                                              Barbara A. Krall
                                              ----------------------------------
                                              (Print or type name of Notary)

                                              Notary Public for Wayne County,
                                              State of Michigan.

                                              My commission expires
                                              March 20, 1964.
                                              (Notarial seal required if
                                              acknowledgment taken out of State)


                                    RECEIVED

                                  SEP 10 1962

                            MICHIGAN CORPORATION AND
                             SECURITIES COMMISSION



                                    ORIGINAL
                       (CORPORATION FOR PECUNIARY PROFIT)
                           ARTICLES OF INCORPORATION
                                       OF

                            VIC TANNY DETROIT, INC.
                     -------------------------------------
                     (PLEASE TYPE OR PRINT CORPORATE NAME)


               UNDER ACT NO. 327, PUBLIC ACTS, 1931, AS AMENDED.

    (THIS BLANK PREPARED BY MICHIGAN CORPORATION AND SECURITIES COMMISSION.)


                                     FILED

                                  SEP 11 1962

                      THIS IS TO CERTIFY THESE ARTICLES TO
                      BE A TRUE COPY OF THE ORIGINAL ON
                      FILE IN THIS OFFICE.

                            /s/ RAYMOND [ILLEGIBLE]

                                  COMMISSIONER
                            MICHIGAN CORPORATION AND
                             SECURITIES COMMISSION


                            MICHIGAN CORPORATION AND
                             SECURITIES COMMISSION

                                  SEP 11 1962

                                /s/ [ILLEGIBLE]
                               -----------------
                                  Compared by


                       MAIL THREE SIGNED AND ACKNOWLEDGED
                                   COPIES TO:

                  MICHIGAN CORPORATION & SECURITIES COMMISSION
                  P.O. BOX 893             LANSING 4, MICHIGAN

                                     (SEAL)

EX-3.20

                                                                    EXHIBIT 3.20

                                     BY-LAWS


                                   ---ooOoo---


                                    OFFICERS

         1. The principal office shall be in the City of Dearborn             ,
County of Wayne                  , State of Michigan,

         2. The corporation may also have offices at such other places as the
board of directors may from time to time appoint or the business of the
corporation may require.

                                      SEAL

         3. The corporate seal shall have inscribed thereon the name of the
corporation, and the words "Seal," or "Corporate Seal".
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

                             STOCKHOLDERS' MEETINGS

         "4. Meetings of the stockholders of the Corporation may be held within
or outside of the state of Michigan as determined by the board of directors.

         "5. An annual meeting of the stockholders shall be held during the
third week of January, beginning in 1994 at a date and time to be determined by
the board of directors and if a legal holiday, then on the next secular day when
they shall elect by a plurality vote a board of directors, and transact such
other business as may properly be brought before the meeting."


         6. The holders of a majority of the stock issued and outstanding, and
entitled to vote thereat, present in person, or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by law, by the articles
of Incorporation or by these by-laws. If, however, such majority shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person, or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until the requisite amount of voting stock shall be present. At
such adjourned meeting at which the requisite amount of voting stock shall be
repre-




sented any business may be transacted which might have been at the meeting as
originally notified.

         7. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and witnessed by one
witness. Each stockholder shall have one vote for each share of stock having
voting power, registered in his name on the books of the corporation, and except
where the transfer books of the corporation, shall have been closed or a date
shall have been fixed as a record date for the determination of its stockholders
entitled to vote.

         8. Written notice of the annual meeting shall be mailed to each
stockholder entitled to vote thereat at such address as appears on the stock
book of the corporation, at least five days prior to the meeting.

         9. A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the residence of each, and the
number of voting shares held by each, shall be prepared by the secretary and
filed in the office Where the election is to be held at least ten days before
every election, and shall at all times, during the usual hours for business,
and during the whole time of said election, be open to the examination of any
stockholder.

         10. Special meetings of the stockholders, for any purpose, or purposes,
unless otherwise prescribed by statute, may be called by the president or
vice-president and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, or at the request in
writing of stockholders owning a majority in amount of the entire capital stock
of the corporation issued and outstanding, and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting.

         11. Business transacted at all special meetings shall be confined to
the objects stated in the call.

         12. Written notice of a special meeting of stockholders, stating the
time and place and object thereof shall be mailed, postage prepaid, at least
five days before such meeting, to each stockholder entitled to vote thereat at
such address as appears on the books of the corporation.

         "12A. Any action which might be taken at a meeting of the Shareholders
         may be taken without a meeting if before or after the said action all
         stockholders consent thereto in writing. The written consents shall be
         filed with the Minutes of the proceedings of the corporation. The
         consent has the same effect as a vote of the corporation for all
         purposes."




         "13. The property and business of the corporation shall be managed by
         its board of directors, which shall number at least three (3) but no
         more than twenty (20). They shall be elected at the annual meeting of
         the stockholders and each director shall be elected to serve until his
         successor shall be elected and shall qualify."

         14. If the office of any director or directors becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise, the remaining directors, though less than a quorum, shall choose a
successor or successors, who shall hold office until the next annual election
and until a successor or successors have been duly elected, unless sooner
displaced.

         15. In addition to the powers and authorities by these by-laws
expressly conferred upon it the board of directors may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the articles of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                            COMMITTEES OF DIRECTORS.

         16. The Board of Directors may, by resolution or resolutions, passed by
a majority of the whole board, designate one or more committees, each committee
to consist of two or more of the directors of the corporation, which, to the
extent provided in said resolution or resolutions, shall have and may exercise
the powers of the board of directors in the management of the business and
affairs of the corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

         17. The committees shall keep regular minutes of their proceedings and
report the same to the Board when required.


         17A. SEE END OF BY-LAWS

                             MEETINGS OF THE BOARD.

         18. Special meetings of the board may be called by the president or
vice-president on three days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

         19. At all meetings of the board a majority of the directors shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum, shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the Articles of incorporation
or by these by-laws.









                                    OFFICERS

         20. The officers of the corporation shall be chosen by the directors
and shall be president, vice-president, secretary and treasurer. The board of
director may also choose additional vice-presidents, assistant secretaries and
assistant treasurers. Any two of said offices except the offices of president
and vice-president, may be held the same person.

         21. The board of directors, at its first meeting after each annual
meeting of stockholders shall choose a president, vice-president, secretary and
treasurer, from their own number.

         22. The board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the board.

         23. The salaries of all officers and agents of the corporation shall be
fixed by the board of directors.

         24. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. If the office
of any officer or officers becomes vacant for any reason, the vacancy shall be
filled by the affirmative vote of a majority of the whole board of directors.

                                  THE PRESIDENT

         25. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders and directors;
he shall have general and active management of the business of the corporation,
and shall see that all orders and resolutions of the board are carried into
effect.

         26. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation.

         27. He shall be ex officio a member of all standing committees, and
shall have the general powers and duties of supervision and management usually
vested in the office of president of a corporation.

                                 VICE-PRESIDENTS

         28. The vice-presidents in the order of their seniority shall, in the
absence or disability of the president, perform




the duties and exercise the powers of the president, and shall perform such
other duties as the board of directors shall prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES.

         29. The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
under whose supervision he shall be. He shall keep in safe custody the seal of
the corporation, and when authorized by the boards, affix the same to any
instrument requiring it, and when so affixed it shall be attested by his
signature of by the signature of the treasurer or an assistant secretary. He
shall be sworn to the faithful discharge of his duty.

         30. The assistant secretaries in the order of their seniority shall, in
the absence or disability of the secretary, perform the duties and exercise the
powers of the secretary, and shall perform such other duties as the board of
directors shall prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         31. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys, and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.

         32. He shall disburse the funds of the corporation as may be ordered by
the board, taking proper vouchers for such disbursements, and shall render to
the president and directors, at the regular meetings of the board, or whenever
they may require it, an account of all his transactions as treasurer and of the
financial condition of the corporation.

         33. He shall give the corporation a bond if required by the board of
directors in a sum, and with one or more sureties satisfactory to the board, for
the faithful performance of the duties of his office, and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.




         34. The assistant treasurers in the order of their seniority shall, in
the absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer, and shall perform such other duties as the board of
directors shall prescribe.

                       DUTIES OF OFFICERS MAY BE DELEGATED

         35. In case of the absence of any officer of the corporation, or for
any other reason that the board may deem sufficient, the board may delegate, for
the time being, the powers or duties, or any of them, of such officer to any
other officer, or to any director, provide a majority of the entire board
concurs therein.

                              CERTIFICATES OF STOCK

         36. The certificates of stock of the corporation shall be numbered and
shall be entered in the books of the corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary. The designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock.

                               TRANSFERS OF STOCK

         37. Transfers of stock shall be made on the books of the corporation
only by the person named in the certificate or by attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.

                             REGISTERED STOCKHOLDERS

         38. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and accordingly shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of Michigan.

                                LOST CERTIFICATE

         39. Any person claiming a certificate of stock to be lost or destroyed,
shall make an affidavit or affirmation of




that fact, and the Board of Directors may, in its discretion, require the owner
of the lost or destroyed certificate or his legal representative, to give the
corporation a bond, in such sum as it may direct, not exceeding double the value
of the stock, to indemnify the corporation against any claim that may be made
against it on account of the alleged loss of any such certificate; a new
certificate of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed, may be issued without requiring any bond when,
in the judgment of the Directors, it is proper to do so.

                                     CHECKS

         40. All checks, drafts and notes of the corporation shall be signed by
such officer or officers or such other person or persons as the board of
directors may from time to time designate.

                                   FISCAL YEAR

         41. The fiscal year shall begin the       day of in each year.

                                    DIVIDENDS

         42. Dividends upon the capital stock of the corporation, subject to the
provisions of the articles of incorporation if any, may be declared by the board
of directors at any regular or special meetings, pursuant to law.

                           DIRECTORS' MUTUAL STATEMENT

         43. The board of directors shall present at each annual meeting, and
when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     NOTICES

         44. Whenever under the provisions of these by-laws notice is required
to be given, to any director, officer or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail, by
depositing the same in the post office or letter-box, in a post-paid sealed
wrapper, addressed to such stockholder, officer or director at such address as
appears on the books of the corporation, or, in default of other address, to
such director, officer or stockholder at the post office in the        of
and such notice shall be deemed to be given at the time when the same shall be
thus mailed.





         45. Any stockholder, director, or officer may waive any notice required
to be given under these by-laws.

                                   AMENDMENTS

         46. These by-laws may be altered or amended or repealed by the
affirmative vote of a majority of the stock issued and outstanding and entitled
to vote thereat, at any regular or special meeting of the stockholders called
for that purpose, or by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board called for that
purpose, provided, however, that no change of the time or place for the
election of directors shall be made within sixty days next before the day on
which such election is to be held, and that in case of any change of such time
or place notice thereof shall be given to each stockholder in person or by
letter mailed to his last known post office address, at least twenty days before
the election is held.

                               SECTION 1244 STOCK

         47. The issued stock of this Corporation is part of a plan and all
stock will be paid for within two years, and that the stock is Section 1244
Stock (being Section 1244 of the 1954 Revenue Act as amended by the Technical
Amendments Act of 1958, wherein losses on small business corporation stock are
fully deductible, rather than being subject to the capital loss limitations of
the code).

                         AMENDMENTS REQUIRING UNANIMOUS
                       DECISION BY THE BOARD OF DIRECTORS

         48. Anything herein to the contrary notwithstanding, a unanimous
decision is required by the Board of Directors to establish and/or change
major policies with reference to the conduct add operation of the business of
the Company.

                  That any action to increase the number of members of the Board
of Directors to manage the Company shall require unanimous determination of the
stockholders and/or Board of Directors.

                  That no Director and/or officer shall be removed except by
unanimous determination of the Directors.

"17A. Any action which might be taken at a meeting of the board may be taken
without a meeting if before or after the said action all directors consent
thereto in writing. The written consents shall be filed with the Minutes of the
proceedings of the board. The consent has the same effect as a vote of the board
for all purposes."




                  That salaries established by the Board of Directors for
officers shall not be changed except by unanimous determination of the Board of
Directors.

                        PLAN TO ISSUE SECTION 1244 STOCK

                  1. The plan as herein set forth upon its adoption by the Board
of Directors of the Corporation shall become effective August 30, 1962.

                  2. The Corporation is authorized to offer and issue 50,000
shares of common stock, par value of $1.00 per share, and all of such stock
shall be issued subsequent to the date the plan becomes effective.

                  3. The Corporation shall offer and issue such 50,000 shares
of common stock from the date hereof the August 29, 1964, or to the date when
the Corporation shall make a subsequent offering of any stock, whichever shall
sooner occur.

                  4. During such period as set forth in paragraph 3, the
Corporation shall offer and issue only such common stock.

                  5. The maximum amount to be received by the Corporation in
consideration of the stock to be issued pursuant to this plan shall be
$50,000.00.

                  6. Such common stock shall be issued only for money and other
property (other than stock or securities).

                  7. Such other action shall be taken by the Corporation as
shall qualify the stock offered and issued under this plan as "section 1244
stock", as such term is defined in the Internal Revenue Code and the Regulations
issued thereunder.

EX-3.21

                                                                    EXHIBIT 3.21

                               STATE OF MISSOURI
                   REBECCA MCDOWELL COOK, SECRETARY OF STATE
                    P.O. BOX 778, JEFFERSON CITY, MO. 65102
                              CORPORATION DIVISION

(SEAL OF THE SECRETARY OF STATE MISSOURI)

                     AMENDMENT OF ARTICLES OF INCORPORATION
                         (To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is Vic Tanny International of Missouri,
   Inc.

   The name under which it was originally organized was Jack LaLanne's Health
   Spas, Inc.

2. An amendment to the Corporation's Articles of Incorporation was adopted by
   the shareholders on December 18, 1997.

   Article Number ONE is amended to read as follows:

   "The name of the corporation shall be Bally Total Fitness of Missouri, Inc."





                 (If more than one article is to be amended or
                    more space is needed attach fly sheet.)

Corp.#44 (12-94)

     (MO. - 751 - 3/13/95)

     4.  Of the 30,000 shares outstanding, 500 of such shares were entitled to
vote on such amendment.

     The number of outstanding shares of any class ENTITLED TO VOTE THEREON AS
A CLASS were as follows: None


                                                             Number of
          Class                                          Outstanding Shares

         Common                                                 500



     5.  The number of shares voted for and against the amendment was as
follows:


          Class               No. Voted For            No. Voted Against

         Common                    500                         0


     6.  If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a par
value as changed is:

                                 Not applicable

     If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:

                                 Not applicable


     7.  If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:

                                 Not applicable

     IN WITNESS WHEREOF, the undersigned,
                                          -------------------------------------
                                                    President or

            Cary A. Gaan              has executed this instrument and its
- -------------------------------------
        Senior Vice President

           Linda B. Motz              has affixed its corporate seal hereto and
- -------------------------------------
        Assistant Secretary

attested said seal on the 5th day of January, 1998.

           Place
      CORPORATE SEAL
           Here
(If no seal, state "None.")

                                       Vic Tanny International of Missouri, Inc.
                                       -----------------------------------------
                                                 Name of Corporation

ATTEST:

          /s/ LINDA B. MOTZ                      By    /s/ CARY A. GAAN
- ----------------------------------------           -----------------------------
          Assistant Secretary                          Senior Vice President


                                                FILED AND CERTIFICATE
                                                       ISSUED

                                                    FEB 25 1998

                                                REBECCA MCDOWELL COOK
                                                 SECRETARY OF STATE



State of Illinois    )
                     ) ss.
County of Cook       )


     I, Kenton C. McMillen, a Notary Public, do hereby certify that on this
5th day of January, 1998, personally appeared before me Cary A. Gaan, who, being
by me first duly sworn, declared that he is the Senior Vice President of Vic
Tanny International of Missouri, Inc. that he signed the foregoing documents as
Senior Vice President of the corporation, and that the statements therein
contained are true.


                                                  /s/    KENT C. MCMILLEN
                                                 -------------------------------
                                                           Notary Public

                                                 My Commission expires 1/6/2000

   (NOTARIAL SEAL)

          "OFFICIAL SEAL"
        KENTON C. MCMILLEN
 Notary Public, State of Illinois
  My Commission Expires 01/06/00

Corp. #44 (Page 3)

              (MO. - 751)



No.  164269
     ------




                               STATE OF MISSOURI
                    JAMES C. KIRKPATRICK, SECRETARY OF STATE


(SEAL)

                               CORPORATE DIVISION

                            CERTIFICATE OF AMENDMENT

Whereas, VIC TANNY INTERNATIONAL OF MISSOURI, INC. (FORMERLY: ST. LOUIS HEALTH
CLUBS, INC.) a corporation organized under The General and Business Corporation
Law has delivered to me a Certificate of Amendment of its Articles of
Incorporation and has  in all respects complied with the requirements of law
governing the amendment of Articles of Incorporation under The General and
Business Corporation Law.

NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment  as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, the 4th day of
         April, 1975.

                                   /s/ JAMES C. KIRKPATRICK
                                   ------------------------
                                   Secretary of State


(SEAL)


RECEIVED OF: VIC TANNY INTERNATIONAL OF MISSOURI, INC.

Three Dollars and no/100                         Dollars, $3.00

For Credit of General Revenue Fund, on Account of Amendment Fee.

No.  164269



                                    /s/ DOROTHYMAE MILLER
                                    Deputy Collector of Revenue



NO. 164269
   -------

                               STATE OF MISSOURI
                    JAMES C. KIRKPATRICK, SECRETARY OF STATE

(SEAL)

                               CORPORATE DIVISION

                            CERTIFICATE OF AMENDMENT

Whereas, VIC TANNY INTERNATIONAL OF MISSOURI, INC. (FORMERLY: ST. LOUIS HEALTH
CLUBS, INC.) a corporation organized under The General and Business Corporation
Law has delivered to me a Certificate of Amendment of its Articles of
Incorporation and has  in all respects complied with the requirements of law
governing the amendment of Articles of Incorporation under The General and
Business Corporation Law.

NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment  as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, this 4th day
         of April, 1975.

                                   /s/ JAMES C. KIRKPATRICK
                                   ------------------------
                                   Secretary of State

(SEAL)


I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, hereby
certify that the copy of the Certificate of Amendment above set forth, is full,
true, and complete, and that to the first issued certified copy thereof I have
attached a copy of the Articles of Amendment referred to therein.

(SEAL)

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, this 4th day
         of April, 1975.

                                   /s/ JAMES C. KIRKPATRICK
                                   ------------------------
                                   Secretary of State


(MISSOURI SEAL OF THE SECRETARY OF STATE)

               STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
                    JAMES C. KIRKPATRICK, Secretary of State


                     AMENDMENT OF ARTICLES OF INCORPORATION

                 (TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)


HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101


     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

     (1) The name of the Corporation is St. Louis Health Clubs, Inc.

     The name under which it was originally organized was Jack LaLanne's Health
Spas, Inc.

     (2) An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on March 24, 1975.

     (3) Article #One is amended to read as follows:


                                  "ARTICLE ONE

         The name of the corporation is: VIC TANNY INTERNATIONAL OF MISSOURI,
INC."



(If more than one article is to be amended or more space is needed attach fly
sheet)

     (4)  Of the 500 shares outstanding, all of such shares were entitled to
vote on such amendment.

     The number of outstanding shares of any class entitled to vote thereon as
a class were as follows:


                                                             Number of
          Class                                          Outstanding Shares





     (5)  The number of shares voted for and against the amendment was as
follows:


          Class               No. Voted For            No. Voted Against

                                  500                          -0-


     (6)  If the amendment changed the number or par value of authorized shares
having a par value the amount in dollars of authorized shares having a par
value as changed is:

                                 Not applicable

     If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:

                                 Not applicable


     (7)  If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:

                                 Not applicable



     IN WITNESS WHEREOF, the undersigned, Nicholas J. Patru Vice-President has
                                          ----------------- --------------
                                             President or    Vice President
executed this instrument and its        Asst. Secretary         has affixed its
                                 ---------------------------
                                     Assistant Secretary
corporate seal hereto and attested said seal on the 31st day of May, 1974.


ST. LOUIS HEALTH
    CLUB INC.
      PLACE
 CORPORATE SEAL
      HERE

                                                  ST. LOUIS HEALTH CLUBS, INC.
                                                --------------------------------
                                                     (Name of Corporation)

ATTEST:

    /s/       [ILLEGIBLE]                       By  /s/ NICHOLAS J. PATRU
- ----------------------------------------           -----------------------------
           (Asst. Secretary)                             (Vice President)


STATE OF MISSOURI    )
                     ) ss.
COUNTY OF ST. LOUIS  )


     I, KATHY SCHUCHMAN, a notary public, do hereby certify that on this
31st day of March, 1975, personally appeared before me Nicholas J. Patru,
who, being by me first duly sworn, declared that he is the Vice-President of
St. Louis Health Clubs, Inc. that he signed the foregoing document as
Vice-President of the corporation, and that the statements therein contained are
true.


                                                      /s/ KATHY SCHUCHMAN
                                                 -------------------------------
                                                           Notary Public


   (NOTARIAL
     SEAL)


     My commission expires MY COMMISSION EXPIRES JUNE 2, 1978.



                                                FILED AND CERTIFICATE
                                                       ISSUED

                                                     APR 4 1975

                                            /s/ JAMES C. KIRKPATRICK
                                       Corporation Dept.  SECRETARY OF STATE


Corp. 44

NO. 164269
    ------

                               STATE OF MISSOURI
                    JAMES C. KIRKPATRICK, SECRETARY OF STATE

(SEAL)

                               CORPORATE DIVISION

                            CERTIFICATE OF AMENDMENT

Whereas, ST. LOUIS HEALTH CLUBS, INC. (FORMERLY: JACK LALANNE'S HEALTH SPAS,
INC.) a corporation organized under The General and Business Corporation
Law has delivered to me a Certificate of Amendment of its Articles of
Incorporation and has  in all respects complied with the requirements of law
governing the amendment of Articles of Incorporation under The General and
Business Corporation Law.

NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment  as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, this 17th day
         of July, 1974.

                                   /s/ JAMES C. KIRKPATRICK
                                   ------------------------
                                   Secretary of State

(SEAL)


I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, hereby
certify that the copy of the Certificate of Amendment above set forth, is full,
true, and complete, and that to the first issued certified copy thereof I have
attached a copy of the Articles of Amendment referred to therein.

(SEAL)

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, this 17th day
         of July, 1974.

                                   /s/ JAMES C. KIRKPATRICK
                                   ------------------------
                                   Secretary of State


No.  164269
     ------


                               STATE OF MISSOURI
                    JAMES C. KIRKPATRICK, SECRETARY OF STATE


(SEAL)

                               CORPORATE DIVISION

                            CERTIFICATE OF AMENDMENT

Whereas, ST. LOUIS HEALTH CLUBS, INC. (FORMERLY: JACK LALANNE'S HEALTH SPAS,
INC.) a corporation organized under The General and Business Corporation Law has
delivered to me a Certificate of Amendment of its Articles of Incorporation and
has in all respects complied with the requirements of law governing the
amendment of Articles of Incorporation under The General and Business
Corporation Law.

NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, do hereby certify that I have filed said Certificate of Amendment as
provided by law, and that the Articles of Incorporation of said corporation are
amended in accordance therewith.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, this 17th day
         of July, 1974.

                                   /s/ JAMES C. KIRKPATRICK
                                   ------------------------
                                   Secretary of State


(SEAL)


RECEIVED OF: ST. LOUIS HEALTH CLUBS, INC.

Three and no/100- - - - - - - - - - - - Dollars, $3.00

For Credit of General Revenue Fund, on Account of Amendment Fee.

No.  164269

                                   /s/ DOROTHYMAE MILLER
                                   ----------------------------
                                   Deputy Collector of Revenue



     IN WITNESS WHEREOF, the undersigned, Nicholas J. Patru Vice-President has
                                          ----------------- --------------
                                             President or    Vice President
executed this instrument and its        Asst. Secretary         has affixed its
                                 ---------------------------
                                     Assistant Secretary
corporate seal hereto and attested said seal on the 16th day of July, 1974.


    PLACE
CORPORATE SEAL
    HERE

                                                JACK LALANNE'S HEALTH SPAS, INC.
                                                --------------------------------
                                                     (Name of Corporation)

ATTEST:

          /s/ [ILLEGIBLE]                       By  /s/ NICHOLAS J. PATRU
- ----------------------------------------           -----------------------------
           (Asst. Secretary)                             (Vice President)


STATE OF MISSOURI    )
                     ) ss.
COUNTY OF ST. LOUIS  )


     I, GEORGE J. LEONTSINIS, a notary public, do hereby certify that on this
16th day of September, 1973, personally appeared before me Nicholas J. Patru,
who, being by me first sworn, declared that he is the Vice-President of Jack
LaLanne's Health Spas, Inc. that he signed the foregoing document as
Vice-President of the corporation, and that the statements therein contained are
true.


                                                   /s/ GEORGE J. LEONTSINIS
                                                 -------------------------------
                                                           Notary Public


   (NOTARIAL
     SEAL)


     My commission expires 6/9/78.

                                       GEORGE J. LEONTSINIS
                                       Notary Public for the County of St. Louis
                                       which adjoins the City of St. Louis
                                       My Commission Expires 6/9/78


        FILED AND CERTIFICATE
               ISSUED
            JUL 17 1974


    /s/ JAMES C. KIRKPATRICK
Corporation Dept.  SECRETARY OF STATE


Corp. 44

(MISSOURI SEAL OF THE SECRETARY OF STATE)

               STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
                    JAMES C. KIRKPATRICK, Secretary of State


                     AMENDMENT OF ARTICLES OF INCORPORATION

                 (TO BE SUBMITTED IN DUPLICATE BY AN ATTORNEY)


HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101


     Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:

     (1) The name of the Corporation is Jack LaLanne's Health Spas, Inc.

     The name under which it was originally organized was Jack LaLanne's Health
Spas, Inc.

     (2) An amendment to the Corporation's Articles of Incorporation was adopted
by the shareholders on July 16, 1974.

     (3) Article #One is amended to read as follows:


                                  "ARTICLE ONE

         The name of the corporation is: ST. LOUIS HEALTH CLUBS, INC."



(If more than one article is to be amended or more space is needed attach fly
sheet)

     (4)  Of the 500 shares outstanding, all of such shares were entitled to
vote on such amendment.

     The number of outstanding shares of any class entitled to vote thereon as
a class were as follows: None


                                                             Number of
          Class                                          Outstanding Shares





     (5)  The number of shares voted for and against the amendment was as
follows:


          Class               No. Voted For            No. Voted Against

                                  500                          -0-


     (6)  If the amendment changed the number or par value of authorized shares
having a par value the amount in dollars of authorized shares having a par
value as changed is:

                                 Not applicable

     If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:

                                 Not applicable


     (7)  If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:

                                 Not applicable

No.  164269
     ------


                               STATE OF MISSOURI
                    JAMES C. KIRKPATRICK, SECRETARY OF STATE


(SEAL)

                               CORPORATE DIVISION

                            CERTIFICATE OF INCORPORATION


WHEREAS, duplicate originals of Articles of Incorporation of JACK LALANNE'S
HEALTH SPAS, INC. have been received and filed in the office of the Secretary of
State, which Articles, in all respects, comply with the requirements of The
General and Business Corporation Law: NOW, THEREFORE, I, JAMES C. KIRKPATRICK,
Secretary of State of the State of Missouri, by virtue of the authority vested
in me by law, do hereby certify and declare JACK LALANNE'S HEALTH SPAS, INC. a
body corporate, duly organized this day and that it is entitled to all rights
and privileges granted corporations organized under The General and Business
Corporation Law; that the address of its initial Registered Office in Missouri
is 506 Olive St. Room 1220, St. Louis, MO 63101; that its period of existence is
perpetual; and that the amount of its Authorized Shares is thirty thousand
Dollars.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, this 14th day
         of September, 1973.

                                   /s/ JAMES C. KIRKPATRICK
                                   ------------------------
                                   Secretary of State


(SEAL)


RECEIVED OF: JACK LALANNE'S HEALTH SPAS, INC.

Fifty-three dollars and 00/100                Dollars, $53.00

For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.




                                             /s/ [ILLEGIBLE]
                                             Deputy Collector of Revenue


No. 164269


CORP NO.  13


NO. 164269
    ------

                               STATE OF MISSOURI
                    JAMES C. KIRKPATRICK, SECRETARY OF STATE

(SEAL)

                               CORPORATE DIVISION

                          CERTIFICATE OF INCORPORATION

WHEREAS, duplicate originals of Articles of Incorporation of JACK LALANNE'S
HEALTH SPAS, INC. have been received and filed in the office of the Secretary
of State, which Articles, in all respects, comply with the requirements of The
General and Business Corporation Law:

NOW, THEREFORE, I, JAMES C. KIRKPATRICK, Secretary of State of the State of
Missouri, by virtue of the authority vested in me by law, do hereby certify and
declare JACK LALANNE'S HEALTH SPAS, INC. a body corporate, duly organized this
day and that it is entitled to all rights and privileges granted corporations
organized under The General and Business Corporation Law; that the address of
its initial Registered Office in Missouri is 506 OLIVE ST., ROOM 1220, ST
LOUIS, MO 63101; that its period of existence is perpetual; and that the amount
of its Authorized Shares is thirty thousand Dollars.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, this 14th day
         of September, 1973.

                    /s/ JAMES C. KIRKPATRICK
                    ------------------------
                    SECRETARY OF STATE

(SEAL)

I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, hereby
certify that the copy of the Certificate of Incorporation above set forth, is
full, true, and complete, and that to the first issued certified copy thereof
I have attached a copy of the Articles of Incorporation referred to therein.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the GREAT
         SEAL of the State of Missouri, at the City of Jefferson, this
         day of        , 1975.

                    /s/ JAMES C. KIRKPATRICK
                    ------------------------
                    SECRETARY OF STATE


(SEAL)








               STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
                    JAMES C. KIRKPATRICK, Secretary of State

           [SEAL]

                           ARTICLES OF INCORPORATION
                 (To be submitted in duplicate by an attorney)

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

     The undersigned natural person(s) of the age of twenty-one years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:

                                  ARTICLE ONE

     The name of the corporation is: Jack LaLanne's Health Spas, Inc.

                                  ARTICLE TWO

     The address, including street and number, if any, of the corporation's
initial registered office in this state is: 506 Olive Street, Room 1220, St.
Louis, Missouri 63101 and the name of its initial agent at such address is:
David L. Campbell.

                                 ARTICLE THREE

     The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be: 30,000 shares, common, $1.00
par value.

     The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect of the
shares of each class are as follows:

                                    [STAMP]

                                  ARTICLE FOUR

     The number and class of shares to be issued before the corporation shall
commence business, the consideration to be paid therefor and the capital with
which the corporation will commence business are as follows:




                                                           Par Value (or for
                                                           shares without par
                                                           value, show amount
                                                           of consideration
      No. of            Class          Consideration       paid which will be
      Shares            Class          to be paid          capital)
                                                 
     500                Common           $500.00              $1.00 par value
                                                              $500.00 Total


     The corporation will not commence business until consideration of the
value of at least Five Hundred Dollars has been received for the issuance of
shares.

                                  ARTICLE FIVE

     The name and place of residence of each incorporator is as follows:

    Name                             Street                     City
Dorothy M. Ball                 506 Olive Street         St. Louis, Mo. 63101


                                  ARTICLE SIX

     The number of directors to constitute the board of directors is five


                                 ARTICLE SEVEN

     The duration of the corporation is perpetual

                                 ARTICLE EIGHT


The corporation is formed for the following purposes:

     To engage in the health club service business and related services, to sell
physical fitness programs and service and items and wards related thereto; to
acquire, by purchase, lease or otherwise, lands and buildings and interests in
lands and buildings and to own, hold, operate, lease, improve, develop and
manage any real estate so acquired, and to erect or cause to be erected, on any
lands owned, held, or occupied by the corporation, buildings or other
structures, with the appurtenances, and to manage, operate, lease, rebuild,
enlarge, alter or improve any buildings or other structures, now or hereafter
erected or otherwise acquired on any lands owned, held, or occupied, and to
encumber or dispose of any lands or interests in lands, and any buildings or
other structures, and any stores, shops, suites, rooms, or part of any buildings
or other structures, at any time owned or held by the corporation; to acquire by
subscription, purchase, or otherwise, to hold for investment or for resale, to
sell, pledge, hypothecate, and in all ways deal with stocks, scrip, bonds,
consols, debentures, mortgages, notes, trust receipts, certificates of
indebtedness, interim receipts, and other obligations and securities of
corporations, private, public, quasi-public, or municipal, foreign or domestic;
to collect the interest and dividends on its holdings and the principal thereof,
when due; to do all things suitable and proper for the protection, conservation,
or enhancement of the value of stocks, securities, evidences of indebtedness or
other properties held by it,including the exercise of the right to vote thereon;
and generally to engage in and conduct any form of manufacture, mercantile,
power, right or privilege given or that may be given to the corporation by law.



     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this
14th day of September, 1973.




                                                       /s/ DOROTHY M. BALL
                                                       -----------------------


STATE OF MISSOURI        )
                         ) ss.
COUNTY OF ST. LOUIS      )


     I, David L. Campbell, a notary public, do hereby certify that on the 14th
day of September, 1973, personally appeared before me, Dorothy M. Bell (and
_______________,) who being by me first duly sworn, (severally) declared that
he is (they are) the person(s) who signed the foregoing document as
incorporator(s), and that the statements therein contained are true.

                                        /s/ DAVID L. CAMPBELL
                                        ----------------------------------------
                                                       Notary Public
                                                     David L. Campbell


     My Commission Expires July 21, 1976


      FILED AND CERTIFICATE OF
        INCORPORATION ISSUED

            SEPT 14 1973

          James Kirkpatrick

Corporation Dept. SECRETARY OF STATE


               STATE OF MISSOURI ... OFFICE OF SECRETARY OF STATE
                    JAMES C. KIRKPATRICK, Secretary of State

           [SEAL]

                           ARTICLES OF INCORPORATION
                 (To be submitted in duplicate by an attorney)

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

     The undersigned natural person(s) of the age of twenty-one years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:

                                  ARTICLE ONE

     The name of the corporation is: Jack LaLanne's Health Spas, Inc.

                                  ARTICLE TWO

     The address, including street and number, if any, of the corporation's
initial registered office in this state is: 506 Olive Street, Room 1220, St.
Louis, Missouri 63101 and the name of its initial agent at such address is:
David L. Campbell.

                                 ARTICLE THREE

     The aggregate number, class and par value, if any, of shares which the
corporation shall have authority to issue shall be: 30,000 shares, common, $1.00
par value.

     The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect of the
shares of each class are as follows:

                                  ARTICLE FOUR

     The number and class of shares to be issued before the corporation shall
commence business, the consideration to be paid therefor and the capital with
which the corporation will commence business are as follows:




                                                           Par Value (or for
                                                           shares without par
                                                           value, show amount
                                                           of consideration
      No. of                           Consideration       paid which will be
      Shares            Class          to be paid          capital)
 -------------------------------------------------------------------------------
                                                 
     500                Common           $500.00              $1.00 par value
                                                              $500.00 Total


     The corporation will not commence business until consideration of the
value of at least Five Hundred Dollars has been received for the issuance of
shares.

                                  ARTICLE FIVE

     The name and place of residence of each incorporator is as follows:

    Name                             Street                     City
- -------------------------------------------------------------------------------
Dorothy M. Ball                 506 Olive Street         St. Louis, Mo. 63101


                                  ARTICLE SIX

     The number of directors to constitute the board of directors is five


                                 ARTICLE SEVEN

     The duration of the corporation is perpetual

                                 ARTICLE EIGHT

The corporation is formed for the following purposes:

     To engage in the health club service business and related services, to sell
physical fitness programs and service and items and wards related thereto; to
acquire, by purchase, lease or otherwise, lands and buildings and interests in
lands and buildings and to own, hold, operate, lease, improve, develop and
manage any real estate so acquired, and to erect or cause to be erected, on any
lands owned, held, or occupied by the corporation, buildings or other
structures, with the appurtenances, and to manage, operate, lease, rebuild,
enlarge, alter or improve any buildings or other structures, now or hereafter
erected or otherwise acquired on any lands owned, held, or occupied, and to
encumber or dispose of any lands or interests in lands, and any buildings or
other structures, and any stores, shops, suites, rooms, or part of any buildings
or other structures, at any time owned or held by the corporation; to acquire by
subscription, purchase, or otherwise, to hold for investment or for resale, to
sell, pledge, hypothecate, and in all ways deal with stocks, scrip, bonds,
consols, debentures, mortgages, notes, trust receipts, certificates of
indebtedness, interim receipts, and other obligations and securities of
corporations, private, public, quasi-public, or municipal, foreign or domestic;
to collect the interest and dividends on its holdings and the principal thereof,
when due; to do all things suitable and proper for the protection, conservation,
or enhancement of the value of stocks, securities, evidences of indebtedness or
other properties held by it,including the exercise of the right to vote thereon;
and generally to engage in and conduct any form of manufacture, mercantile,
power, right or privilege given or that may be given to the corporation by law.



     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this
14th day of September, 1973.




                                                       /s/ DOROTHY M. BALL
                                                       -----------------------

EX-3.22

                                                                    EXHIBIT 3.22

                                     BY-LAWS

                                       OF


                           VIC TANNY INTERNATIONAL OF
                                 MISSOURI, INC.


                                   ARTICLE ONE

                                     Offices

         The principal office of the Corporation in the State of Missouri, shall
be located in the County of St. Louis, Missouri. The Corporation may have such
other offices, either within or without the State of Missouri, as the business
of the Corporation may require from time to time

         The registered office of the Corporation required by the General and
Business Corporation Act of Missouri, to be maintained in the State of Missouri,
may be, but need not be, identical with the principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time by the Board of Directors.

                                   ARTICLE TWO

         "SECTION 1. Annual Meeting: The annual meeting of the shareholders
shall be held during the third week of January at a time and date to be
determined by the board of directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day

         SECTION 2. Special Meetings: Special meetings of the shareholders may
be called by the President, by the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares other Corporation.

         SECTION 3. Place of Meeting: The Board of Directors may designate any
place, either within or without the State of Missouri as the place of meeting of
any annual meeting of the shareholders or for any special meeting of the
shareholders called by the Board of Directors. All shareholders may designate
any place, either within or without the State of Missouri, as the place for the
holding of such meeting, and may include the same in a waiver of notice of any
meeting.




If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the registered office of the corporation in the State
of Missouri, except as otherwise provided in Section 5. of this article.

         SECTION 4. Notice of Meetings: Written or printed notice stating the
place, day and hour of the meeting and, in case of special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than thirty days before the date of the meeting, whether personally
or by mail, by or at the direction of the President, or the Secretary, or
officer or persons entitled to vote at such meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail in a sealed envelope
addressed to the shareholder at his address as it appears on the records of the
corporation, with postage thereon prepaid. Notice of any meeting of the
shareholders may be waived in writing, signed by all of the shareholders of
record.

         SECTION 5. Meeting of all Shareholders: If all of the shareholders
shall meet at any time and place, either within or without the State of
Missouri, and consent to the holding of a meeting, such meeting shall be valid,
without call or notice, and at such meeting any corporate action may be taken.

         SECTION 6. Closing of Transfer Books or Fixing of Record Date: The
Board of Directors of the corporation may close its stock transfer books for a
period not exceeding thirty (30) days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend or for the allotment
of rights, or the date when any exchange or reclassification of shares shall be
effective; or, in lieu thereof, may fix in advance a date, not exceeding thirty
(30) days preceding the date of any meeting of shareholders, or to the date for
the payment of any dividend or for the allotment of rights, or to the date when
any exchange or reclassification of shares shall be effective, as the record
date for the determination of shareholders entitled to notice of, or to vote at,
such meeting, or shareholders entitled to receive payment of any such dividend
or to receive any such allotment of rights, or to exercise rights in respect of
any exchange or reclassification of shares; and the shareholders of record on
such date of closing the transfer books, or on the record date so fixed, shall
be the shareholders entitled to notice of and to vote at, such meeting, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights in the event of an exchange or reclassification of shares,
as the case may be. If the Board of Directors shall not have closed the transfer
books or set a record date for the determination of its stockholders entitled to
vote as hereinabove provided, no person shall be admitted to vote directly or by
proxy except those in whose names the shares of the corporation shall have stood
on the transfer books on a date thirty (30) days previous to the date of the
meeting.

         SECTION 7. Voting Lists: At least ten (10) days before each meeting of
shareholders, the officer or agent having charge of the transfer book for








shares of the corporation shall make a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order with the
address of, and the number of shares held by each shareholder which list, for a
period of ten (10) days prior to such meeting, shall be kept on file in the
registered office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof kept
in this state, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.

         SECTION 8. Quorum: A majority of the outstanding shares of the
corporation represented in person or by proxy, shall constitute a quorum at any
meeting of the shareholders, provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting, from time to time, without further notice,
to a date not longer than ninety days from the date originally set for such
meeting. At any such adjourned meeting at which the requisite amount of voting
stock shall be represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

         SECTION 9. Proxies: At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

         SECTION 10. Voting of Shares: Subject to the provisions of Section 12,
each outstanding share of stock shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.

         SECTION 11. Voting of Shares By Certain Holders: Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the By-Laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.

         Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him Without a transfer of
such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such re-








ceiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         SECTION 12. Cumulative Voting: In all elections for Directors, every
shareholder shall have the right to vote, in person or by proxy, the number of
shares owned by him, for as many persons as there are Directors to be elected,
or to cumulate said shares, and give one candidate as many votes as the number
of Directors multiplied by the number of his shares shall equal, or to
distribute them on the same principle among as many candidates as he shall see
fit.

         SECTION 13. Informal Action By Shareholders: Any action required to be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter
thereof.

         SECTION 14. When there shall be ten (10) or a less number of
shareholders residing in the State of Missouri, the Secretary of any
shareholders' meeting may act as Inspector to receive and canvass the votes
taken at such meeting at any election or upon any proposition or resolution, and
may act as such Inspector without being sworn.

         SECTION 15. Any irregularity or informality in any notice or in the
publication thereof, shall not affect the validity of any meeting of
shareholders or any proceedings had at such meeting.

                                  ARTICLE THREE

                                    Directors

         SECTION 1. General Powers: The business and affairs of the corporation
shall be managed by its Board of Directors. Directors need not be shareholders.

         SECTION 2. Tenure and Qualifications: Each Director shall hold office
for the term for which he is elected or until his successor shall have been
elected and qualified.

         SECTION 3. Regular Meetings: A regular meeting of the Board of
Directors shall be held without other notice than this By-Law, immediately
after, and at the same place as, the annual meeting of shareholders. The





Board of Directors may provide, by resolution, the time and place, either within
or without the State of Missouri, for the holding of additional regular meetings
without other notice than such resolution.

         SECTION 4. Special Meetings: Special meetings of the Board of Directors
may be called by or at the request of the President or any two Directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Missouri, as the place
for holding any special meeting of the Board of Directors called by them.

         SECTION 5. Notice: Notice of any special meeting shall be given at
least two (2) days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
in a sealed envelope so addressed, with postage thereon prepaid. If notice is
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Any Director may waive notice of any
meeting. The attendance of a Director at any meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting. Any Director may waive notice of any meeting, either before or after
the meeting.

         SECTION 6. Quorum: A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Hoard
of Directors, provided that if less than a majority of the Directors are
present at said meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

         SECTION 7. Manner of Acting: The act of the majority of the Directors
present at a meeting of the Directors at which a quorum is present shall be the
act of the Board of Directors.

         SECTION 8. Vacancies: In case of the death or resignation or
disqualification of one or more of the Directors, a majority of the survivors or
remaining Directors may fill such vacancy or vacancies until the successor or
successors are elected at a meeting of the shareholders. A Director elected to
fill a vacancy shall serve as such until the next annual meeting of the
shareholders.

         SECTION 9. Compensation: Directors as such shall not receive any stated
salaries for their services, but by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board of Directors; provided, that
nothing herein contained shall be construed to preclude any Director from




serving the Corporation in any other capacity and receiving compensation
therefor.

         SECTION 10. Business transacted at any meetings of the Board of
Directors at which all members shall be present, shall be legal, although no
notice of said meeting shall be given.

         SECTION 11. The Board of Directors may appoint from their number an
Executive Committee, constituted of two members, for the transaction of such
business of the Corporation as may require their attention between the meetings
of the Board of Directors of this Corporation. Such committee shall have
authority to exercise all the powers of the Board, excepting power to amend the
By-Laws, while the Board is not in session, and shall have the power to
authorize the seal of the Corporation to be affixed to all papers which may
require it.

         SECTION 12. The Board of Directors, and in its discretion, the
President, shall fix the salary of all Officers and employees of the
Corporation.

         SECTION 13. The Directors may hold their meetings and have one or more
offices and keep the books of the Corporation, so far as permitted by law,
within or without the State of Missouri, at such place or places as they may
from time to time determine.

         SECTION 14. In addition to the power and authorities by these By-Laws
expressly conferred upon it, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by Statute or by
the Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the shareholders.

         SECTION 15 When not otherwise prohibited by law, and not inconsistent
with the Articles of Incorporation and these By-Laws, the Board of Directors in
their sole discretion may determine the manner of giving notice to shareholders
of all meetings of shareholders, and the time when the stock records may be
closed before any meeting of shareholders, the form and validity of any proxy of
shareholders, and who are entitled to vote at such meetings.

         SECTION 16. The Corporation shall indemnify every Director or Officers,
his heirs, executors and administrators, against expenses reasonably incurred by
him in connection with any action, suit or proceeding to which he may be made a
party by reason of his being or having be in a Director or Officer of the
Corporation, or at its request of any other Corporation of which it is a
stockholder or creditor and from which he is not entitled to be indemnified,
except in relation to matters as to which he shall be finally adjudged in such
action, suit or proceedings to be liable for negligence or misconduct; in the
event of a settlement, indemnification shall be provided only in connection with
such matters covered by the settlement as to which the Corporation is advised





by counsel that the person to be indemnified did not commit such a breach of
duty. The foregoing right of indemnification shall not be exclusive of other
rights to which he may be entitled.

                                  ARTICLE FOUR

                                    Officers

         SECTION 1. Number: The officers of the corporation shall be a
President, one or more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Treasurer, a Secretary and such other Officers as may
be elected in accordance with the provisions of this article. The President
shall be chosen from the members of the Board of Directors. The remaining
officers of the corporation need not be chosen from the members of the Board,
but they may be so chosen. The Board of Directors, by resolution, may create the
offices of one or more assistant treasurers and assistant secretaries, all of
whom shall be elected by the Board of Directors. Any two or more offices may be
held by the same person, except the offices of President and Vice-President.

         All officers and agents of the Corporation, as between themselves and
the corporation, shall have such authority and perform such duties in the
management of the property and affairs of the corporation as may be provided in
the By-Laws, or in the absence of such provisions, as may be determined by
resolution of the Board of Directors.

         SECTION 2. Election and Term of Office: The officers of the corporation
shall be elected by a majority vote annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the Board of
Directors. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

         SECTION 3. Removal: Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever, in its
judgment, the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.

         SECTION 4. Vacancies: A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

         SECTION 5. President: The President shall be the principal executive
officer of the corporation and shall, in general, supervise and control









all of the business and affairs of the corporation. He shall preside at all
meetings of the shareholders and of the board of directors. He may sign, with
the Secretary or Treasurer or any other proper officer thereunto authorized by
the Board of Directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
may have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these By-Laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and, in general, shall
perform all duties incident to the office of President, and such other duties as
may be prescribed by the Board of Directors, from time to time.

         SECTION 6.: The Vice-President: In the absence of the President, or in
the event of his inability or refusal to act, the Vice- President (or in the
event there be more than one Vice-Presidents, the Vice-Presidents, in the order
of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, or with the Treasurer or an Assistant Treasurer, certificates for
shares of the corporation, and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

         SECTION 7. The Treasurer: If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article
Five of these By-Laws:(b) in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors

         SECTION 8. The Secretary: The Secretary shall: (a) attend and keep the
minutes of the shareholders' and of the Board of Directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all certificates for shares prior
to the issue thereof and to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized in accordance with the
provisions of these By-Laws; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign with the President, or a Vide-President, certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock





transfer books of the corporation; (g) and, in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.

         SECTION 9. Assistant Treasurers and Assistant Secretaries: The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. Assistant Secretaries and
Treasurers, as thereunto authorized by the Board of Directors, may sign with the
President, or a Vice President, certificates for shares of the corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers and Assistant Secretaries, in general, shall
perform such duties as shall be assigned to them by the Treasurer or the
Secretary, respectively, or by the President or the Board of Directors.

         SECTION 10. Salaries: The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.

                                  ARTICLE FIVE

                      Contracts, Loans, Checks and Deposits

         SECTION 1. Contracts: The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         SECTION 2. Loans: No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

         SECTION 3. Checks, Drafts, etc.: All checks drafts or other orders for
the payment of money, notes or other evidence of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.

         SECTION 4.. Deposits: All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.





                                  ARTICLE SIX

                   Certificates for Shares and Their Transfer

         SECTION 1. Certificates for Shares: Certificates representing shares of
the corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or
Vice-President, and by the Secretary, Treasurer or an Assistant Secretary or
Treasurer, and shall be sealed with the seal of the corporation. All
certificates for shares shall be consecutively numbered. The name of the person
owning the shares represented thereby with the number of shares and date of
issue shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the corporation as the Board of Directors may prescribe.
The Board of Directors may also make such additional rules and regulations as it
may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation.

         SECTION 2. Transfer of Shares: Transfers of shares of the corporation
shall be made only on the books of the corporation by the registered holder
thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares, The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.

         SECTION 3. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock, as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by
the laws of Missouri.

         SECTION 4.: Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, and shall, if the
Directors so require, give the Corporation a bond of indemnity, in form and with
one or more sureties satisfactory to the Board, in at least double the market
value of the stock represented by said certificate, whereupon a new certificate
may be issued of the same tenor and for the said number of shares as the one
alleged to be lost or destroyed.

                                  ARTICLE SEVEN

                                   Fiscal Year

         The Board of Directors may fix and change from time to time, the fiscal
year of the Corporation and until changed by the Board of Directors, the fiscal
year will end on July 31 of each year.





                                  ARTICLE EIGHT

                                    Dividends

         The Board of Directors may from time to time, declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.

                                  ARTICLE NINE

                                      Seal

         The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
corporation and the words, Corporate Seal, Missouri".

                                   ARTICLE TEN

                           Notice and Waiver of Notice

         Whenever any notice whatever is required to be given under the
provisions of these By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of The General and Business Corporation
Act of Missouri, waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

         Wherever under these By-Laws, provision is made for the giving of
notice to any Director, officer or shareholder by mail, such notice shall be
deemed to have been given at the time of the mailing of such notice. Where
notice by telegraph is authorized, such notice shall be deemed to have been
given at the time the same shall be filed with the Telegraph Company for
transmission. Any shareholder, director or officer may waive any notice required
to be given under these By-Laws.

                                 ARTICLE ELEVEN

                                   Amendments

         These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted at any annual meeting of the shareholders or at any special meeting
of the shareholders called for that purpose or at any meeting of the Board of
Directors provided, however, that the Board of Directors shall take no such
action contrary to the provisions of any resolution of the shareholders
directing the Board not to so do.











                                 ARTICLE TWELVE

                          Stock Restrictive Agreements

         Transfer of shares of stock of this Corporation shall be subject to the
provisions of any Restrictive Stock Agreement that maybe entered into by and
among the Corporation and/or its shareholders.

EX-3.23

                                                                    EXHIBIT 3.23

                                                   -----------------------------
(SEAL       Prescribed by                          Charter No. 347591
OF THE      BOB TAFT, Secretary of State           Approved EJS
SECRETARY   30 East Broad Street, 14th Floor       Date March 3, 1998
OF STATE    Columbus, Ohio 43266-0418              Fee $35
OHIO)       Form SH-AMD (January 1991)             -----------------------------
                                                           98020407802


                            CERTIFICATE OF AMENDMENT
              BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF

                    VIC TANNY INTERNATIONAL OF TOLEDO, INC.
         -------------------------------------------------------------
                             (Name of Corporation)

     Cary A. Gaan, who is:

[ ] Chairman of the Board  [ ] President  [X] Senior Vice President  (Check one)
and
    Linda B. Motz, who is: [ ] Secretary  [X] Assistant Secretary (Check one)
of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)

[ ] a meeting of the shareholders was duly called for the purpose of adopting
    this amendment and held on ______________, 19__ at which meeting a quorum
    of the shareholders was present in person or by proxy, and by the
    affirmative vote of the holders of shares entitling them to exercise ___%
    of the voting power of the corporation.

[X] in a writing signed by all of the shareholders who would be entitled to
    notice of a meeting held for that purpose, the following resolution to amend
    the articles was adopted:

    BE IT RESOLVED, that the Articles of Incorporation of the Corporation be
    amended by changing Article First thereof, so that, as amended, said
    Article shall be and read as follows:

    "FIRST: the name of the corporation shall be Bally Total Fitness of Toledo,
    Inc."

     IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their names this 27th day of
February, 1998.

                                                   By: /s/ CARY A. GAAN
                                                   -----------------------------
                                                       Cary A. Gaan


                                                   By: /s/ LINDA B. MOTZ
                                                   -----------------------------
                                                       Linda B. Motz

NOTE: Ohio law does not permit one officer to sign in two capacities, Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.

(OHIO - 613 - 3/4/91)

                              DEPARTMENT OF STATE
                               THE STATE OF OHIO

                                    BOB TAFT
                               Secretary of State




                                     347591



                                  CERTIFICATE

IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD MIS CHN of: BALLY TOTAL FITNESS OF TOLEDO, INC.
FORMERLY VIC TANNY INTERNATIONAL OF TOLEDO, INC.


                                        Recorded on Roll 6193 at Frame 0581 of
                                        the Records of Incorporations and
                                        Miscellaneous Filings.

    UNITED STATES OF AMERICA
          STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE

             (SEAL)


                                        WITNESS MY HAND AND THE SEAL OF THE
                                        SECRETARY OF STATE, AT THE CITY OF
                                        COLUMBUS, OHIO, THIS 3RD DAY OF MARCH,
                                        A.D. 1998.

                                        /s/ BOB TAFT
                                        BOB TAFT
                                        Secretary of State

                              DEPARTMENT OF STATE
                               THE STATE OF OHIO

                                 SHERROD BROWN
                               Secretary of State




                                     347591



                                  CERTIFICATE

IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AGS of: VIC TANNY INTERNATIONAL OF TOLEDO, INC.


                                        Recorded on Roll F534 at Frame
                                        1430 of the Records of Incorporations
                                        and Miscellaneous Filings.

    UNITED STATES OF AMERICA
          STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE

          (SEAL)



                                        WITNESS MY HAND AND THE SEAL OF THE
                                        SECRETARY OF STATE, AT THE CITY OF
                                        COLUMBUS, OHIO, THIS 3RD DAY OF AUG,
                                        A.D. 1984.

                                        /s/ SHERROD BROWN
                                        SHERROD BROWN
                                        Secretary of State

                                                       Number  347591
                                                       By      [ILLEGIBLE]
                                                       Date    8-3-84
                                                       Fee     $3.00


(SEAL OF THE SECRETARY OF STATE OF OHIO)

SUBSEQUENT APPOINTMENT OF AGENT

Vic Tanny International of Toledo, Inc. hereby appoints C T CORPORATION SYSTEM
of 925 EUCLID AVENUE, CLEVELAND, CUYAHOGA, County, Ohio, 44115, to succeed
Donald H. Power as agent upon whom any process, notice or demand required or
permitted by statute to be served upon the corporation may be served.


Date: June 28, 1984                     By /S/ H. ROBERT JOCHEM
      ----------------                     -------------------------
                                               H. Robert Jochem

                                        Title Vice President
                                              ----------------------


                                  INSTRUCTIONS

1)   The statutory agent for a corporation may be (a) a natural person who is a
     resident of Ohio, or (b) an Ohio corporation or a foreign corporation
     licensed in Ohio which has a business address in this state and is
     explicitly authorized by its articles of incorporation to act as a
     statutory agent. R.C. 1701.07(A), 1702.06(A).

2)   A subsequent appointment of agent must be signed by the chairman of the
     board, the president, a vice-president, the secretary or an assistant
     secretary. R.C. 1701.07(L), 1702.06(K).

3)   The agent's complete street address must be given; a post office box number
     is not acceptable. R.C. 1701.07(C), 1702.06(C).

4)   The filing fee for a subsequent appointment of agent is $3.00. R.C.
     1702.07(M), 1702.06(L).



Form C-AGS  April, 1980
Prescribed by Secretary of State Anthony J. Celebrezze, Jr.

(OHIO - 1933 - 9/26/83)


                              DEPARTMENT OF STATE
                               THE STATE OF OHIO

                                 SHERROD BROWN
                               Secretary of State




                                     410713



                                  CERTIFICATE

IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AGS of: VIC TANNY INTERNATIONAL OF TOLEDO, INC.


                                        Recorded on Roll F494 at Frame 1737 of
                                        the Records of Incorporations and
                                        Miscellaneous Filings.

    UNITED STATES OF AMERICA
         STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE

          (SEAL)


                                        WITNESS MY HAND AND THE SEAL OF THE
                                        SECRETARY OF STATE, AT THE CITY OF
                                        COLUMBUS, OHIO, THIS 13TH DAY OF JULY,
                                        A.D. 1984.

                                        /s/ SHERROD BROWN
                                        SHERROD BROWN
                                        Secretary of State

Form C-413






   UNITED STATES OF AMERICA,      }
                                  }
        STATE OF OHIO             }
                                  }
OFFICE OF THE SECRETARY OF STATE. }


          I, SHERROD BROWN, Secretary of State of the State of Ohio, do hereby
certify that the foregoing is an exemplified copy, carefully compared by me
with the original record now in my official custody as Secretary of State, and
found to be true and correct, of the

    ARTICLES OF INCORPORATION of HOLIDAY HEALTH SPA OF TOLEDO, INC., an Ohio
    corporation, Charter No. 347591, was incorporated on January 26th, 1966 and
    recorded on Roll B443, Frame 78; A Certificate of AMENDMENT changing its
    corporate title to:  VIC TANNY INTERNATIONAL OF TOLEDO, INC.



  filed in this office on the 28th day of September A.D. 1970 and recorded on
  Roll B702, Frame 514 of the Records of Incorporations.



  [ Secretary of State
         SEAL ]                            WITNESS my hand and official seal at
                                           Columbus, Ohio, this 3rd day of
                                           February A.D. 1983

                                              /s/ Sherrod Brown
                                           ----------------------------
                                                       SHERROD BROWN
                                                     Secretary of State

C-101  Prescribed by Secretary of State -- Ted W. Brown.

                                                             APPROVED FOR FILING

                                                             By        DCL
                           ARTICLES OF INCORPORATION
                                                             Date      1-26-66
                                    -- OF --
                                                             Amount    50.00
                       Holiday Health Spa of Toledo, Inc.


     The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for profit, under Sections 1701.01 et seq. of
the Revised Code of Ohio, do hereby certify:

     FIRST. The name of said corporation shall be Holiday Health Spa of Toledo,
Inc.

     SECOND. The place in Ohio where its principal office is to be located is
1123-25 N. Reynolds Road, Toledo, Lucas County.

     THIRD. The purposes for which it is formed are:

                    Body building exercises to be prescribed for the purpose of
                    controlling weight and figures of individuals.

     FOURTH. The number of shares which the corporation is authorized to have
outstanding is 100 common shares, par value $10.00 each.

     FIFTH. The amount of stated capital with which the corporation shall begin
business is One Thousand Dollars ($1,000.00).

     IN WITNESS WHEREOF, We have hereunto subscribed our names, this 30th day
of December   , 1965.



                                        HOLIDAY HEALTH SPA of TOLEDO, Inc.
                                        ----------------------------------------
                                        (Name of Corporation)


                                        /s/ DONALD W. HUDSON
                                        ----------------------------------------
                                        Donald W. Hudson          Vice President


                                        /s/ JEROME B. KAHN
                                        ----------------------------------------
                                        Jerome B. Kahn                 President



                                        /s/ CAROL A. KAHN
                                        ----------------------------------------
                                        Carol A. Kahn        Secretary/Treasurer

            (INCORPORATORS' NAMES SHOULD BE TYPED OR PRINTED BENEATH SIGNATURES)


N.B. Articles will be returned unless accompanied by form designating statutory
     agent. See Section 1701.7, Revised Code of Ohio.




                        (HOLIDAY HEALTH SPA LETTERHEAD)

                               December 27, 1965


     This letter is to authorize the name Holiday Health Spa to be used by
Holiday Health Spa of Toledo, Inc.


                                       /s/ JEROME B. KAHN, PRES.
                                       --------------------------------
                                       Jerome B. Kahn, President
                                       HOLIDAY HEALTH SPA OF CLEVELAND, INC.
                                       HOLIDAY HEALTH SPA OF PARMA, INC.
                                       HOLIDAY HEALTH SPA OF MAPEL HEIGHTS, INC.

FORM C-103  PRESCRIBED BY SECRETARY OF STATE  TED W. BROWN

                         ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being at least a majority of the incorporators of Holiday
Health Spa of Toledo, Inc., hereby appoint Sandy Wright, a natural person
resident in the county in which the corporation has its principal office, a
corporation having a business address in the county in which Holiday Health Spa
of Toledo, Inc. has its principal office (strike out phrase not applicable),
upon whom (which) any process, notice or demand required or permitted by
statute to be served upon the corporation may be served. His (Its) complete
address is 1123-25 N. Reynolds Rd., Toledo, Lucas County, Ohio.

                                   HOLIDAY HEALTH SPA OF TOLEDO, INC.


                                   /s/ JEROME B. KAHN
                                   ---------------------------------------------
                                   Jerome B. Kahn


                                   /s/ DONALD W. HUDSON
                                   ---------------------------------------------
                                   Donald W. Hudson


                                   /s/ CAROL A. KAHN
                                   ---------------------------------------------
                                   Carol A. Kahn


                                   ---------------------------------------------
                                   (INCORPORATORS NAMES SHOULD BE TYPED OR
                                   PRINTED BENEATH SIGNATURES)

                                                                    Toledo, Ohio

                                                               December 30, 1965

Holiday Health Spa of Toledo, Inc.

     Gentlemen: I, It (strike out word not applicable) hereby accept(s)
appointment as agent of your corporation upon whom process, tax notices or
demands may be served.


                                   /s/ SANDY WRIGHT
                                   ---------------------------------------------
                                   (Signature of Agent or Name of Corporation)


                                   By /s/ JEROME B. KAHN
                                   ---------------------------------------------
                                   (Signature of Officer Signing and Title)

Remarks: All articles of incorporation must be accompanied by an original
         appointment of agent. There is no filing fee for this appointment.


FORM C-103  PRESCRIBED BY SECRETARY OF STATE  TED W. BROWN

                         ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being at least a majority of the incorporators of Holiday
Health Spa of Toledo, Inc., hereby appoint Sandy Wright, a natural person
resident in the county in which the corporation has its principal office, upon
whom any process, notice or demand required or permitted by statute to be served
upon the corporation may be served. His complete address is 1123-25 N. Reynolds
Rd., Toledo, Lucas County, Ohio.

                                   HOLIDAY HEALTH SPA OF TOLEDO, INC.


                                   /s/ JEROME B. KAHN
                                   ---------------------------------------------
                                   Jerome B. Kahn


                                   /s/ DONALD W. HUDSON
                                   ---------------------------------------------
                                   Donald W. Hudson


                                   /s/ CAROL A. KAHN
                                   ---------------------------------------------
                                   Carol A. Kahn

                                   ---------------------------------------------
                                   (INCORPORATORS NAMES SHOULD BE TYPED OR
                                   PRINTED BENEATH SIGNATURES)

                                                                    Toledo, Ohio

                                                               December 30, 1965

Holiday Health Spa of Toledo, Inc.

     Gentlemen: I hereby accept appointment as agent of your corporation upon
whom process, tax notices or demands may be served.


                                   /s/ SANDY WRIGHT
                                   ---------------------------------------------
                                   (Signature of Agent or Name of Corporation)


                                   By /s/ JEROME B. KAHN
                                   ---------------------------------------------
                                   (Signature of Officer Signing and Title)

Remarks: All articles of incorporation must be accompanied by an original
         appointment of agent. There is no filing fee for this appointment.


                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------


                        On the 26th day of January 1966


the persons named below as subscribers to the articles of incorporation,
desiring for themselves, their associates, successors and assigns, to become a
body corporate, in accordance with the general corporation laws of the State
of Ohio, under the name and style of

                       Holiday Health Spa of Toledo, Inc.

and with all the corporate rights, powers, privileges and liabilities enjoyed
under or imposed by such laws, did subscribe and acknowledge, as required by
law, articles of incorporation, which articles, together with the certificate
of acknowledgment, were, on the 26th day of January 1966, duly filed in the
office of the Secretary of State, at Columbus, Ohio, and by him recorded, and a
certified copy thereof, of which the following is a true and correct copy, by
him furnished to said subscribers:

Filed: January 26, 1966

Corporation No. 347 591

                           ARTICLES OF INCORPORATION

                                       OF

                       Holiday Health Spa of Toledo, Inc.

     The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for  profit, under the General Corporation Act
of Ohio, do hereby certify:

     FIRST. The name of said corporation shall be Holiday Health Spa of Toledo,
Inc.

     SECOND. The place in the State of Ohio where its principal office is to be
located is 1123-25 N. Reynolds Rd., Toledo in Lucas County.

     THIRD. The purpose or purposes for which it is formed are:

                    Body building exercises to be prescribed for the purpose of
                    controlling weight and figures of individuals.





















                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------

                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------



     FOURTH. The authorized number of shares of the corporation shall be 100
common shares

     * All of which shall be with a par value of Ten Dollars ($10.00) each.

     * All of which shall be without par value.

     * Which shall be classified as follows:

     (Here state designation, maximum  numbers and par value, if any, of shares
of each class, and the relative rights, restrictions and qualifications of each
class.)

* Cross out if not required.




















                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------

                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------


     FIFTH. The amount of capital with which the corporation will begin business
is One Thousand ($1,000.00) Dollars.

     (The above provisions are those required by statute. Other provisions may
be included. Refer to Ohio Revised Code Section 1701.04(B), together with
amendments, if any.)





















                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------

                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------


     IN WITNESS WHEREOF, we have hereunto subscribed our names, this 30th day of
December, 1965.



                                        /s/ DONALD W. HUDSON
                                        ----------------------------------------
                                        Donald W. Hudson


                                        /s/ JEROME B. KAHN
                                        ----------------------------------------
                                        Jerome B. Kahn


                                        /s/ CAROL A. KAHN
                                        ----------------------------------------
                                        Carol A. Kahn


   UNITED STATES OF AMERICA, STATE OF OHIO, OFFICE OF THE SECRETARY OF STATE.

     I, Ted Brown, Secretary of State of the State of Ohio, do hereby certify
that the foregoing is an exemplified copy, carefully compared by me with the
original record now in my official custody as Secretary of State, and found to
be true and correct, of the Articles of Incorporation of Holiday Health Spa of
Toledo, Inc. filed in this office on the 26th day of January 1966, and recorded
on Roll 443 Frame 77, of the Record of Incorporations.

     Witness my hand and official seal at Columbus, this 26th day of January
1966.

     (SEAL)                             ----------------------------------------
                                                              Secretary of State



                        PROCEEDINGS OF THE INCORPORATORS
- -------------------------------------------------------------------------------

     On this 26th day of January 1966, at least a majority of the incorporators
of

                       Holiday Health Spa of Toledo, Inc.
                    ---------------------------------------
                             (Name of Corporation)

met at 1123-25 N. Reynolds Rd., Toledo, Ohio

to order the receipt of subscriptions for shares of said corporation, to fix
the time and place for such receipt and waive the notice of such meeting; and
having agreed upon such time and place the following order for the receipt of
subscriptions was made in writing by at least a majority of the subscribers to
the articles of incorporation of said corporation.

     ORDER FOR AND WAIVER OF NOTICE OF THE RECEIPT OF SUBSCRIPTIONS AND
     DECLARATION OF VALUE OF THE SHARES OF

                       Holiday Health Spa of Toledo, Inc.
                    ---------------------------------------
                             (Name of Corporation)

                                                                    Toledo Ohio.
                                                                January 26, 1966

                       Holiday Health Spa of Toledo, Inc.
                    ---------------------------------------
                             (Name of Corporation)

     We, the undersigned being at least a majority of the incorporators do
hereby waive notice of the time and place of such receipt of subscriptions, and
do hereby order that such subscriptions to the shares of said Corporation be
received at 1123-25 N. Reynolds Rd., in the City of Toledo, Lucas County, Ohio
on the 26th day of January, 1966, at two o'clock P.M.

     And we do hereby fix and declare the consideration to be received by the
Corporation for the shares to be:

* Ten ($10.00) Dollars per share for common shares, $10.00 of which shall be
  allocated to stated capital, and

* XXXXXXXXXXXXXXXXXXXXXXXXXXX.

                                        /s/ DONALD W. HUDSON
                                        ---------------------------------
                                        Donald W. Hudson

                                        /s/ JEROME B. KAHN
                                        ---------------------------------
                                        Jerome B. Kahn

                                        /s/ CAROL A. KAHN
                                        ---------------------------------
                                        Carol A. Kahn

     In accordance with the foregoing order, subscriptions to the shares were
received at 1123-25 N. Reynolds Rd., Toledo, Ohio on the 26th day of January,
1966, at two o'clock P.M. and the following subscriptions were received:

* Cross out if not required.

                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------



                               SHARE SUBSCRIPTION

                       Holiday Health Spa of Toledo, Inc.
                       ----------------------------------
                             (Name of Corporation)

     We, the undersigned, do hereby severally subscribe for the number of
shares of

                       Holiday Health Spa of Toledo, Inc.
                       ----------------------------------
                             (Name of Corporation)

set opposite our respective names, and do agree to pay therefor
* Ten ($10.00) Dollars per share for the common shares;
* and ___________ ($______) Dollars per share for the preferred shares.

================================================================================




                    Names                    Number of Shares    Class of Shares
- ------------------------------------         ----------------    ---------------
                                                           

Donald W. Hudson                                  50             Common
- --------------------------------------------------------------------------------

Jerome B. Kahn                                    49             Common
- --------------------------------------------------------------------------------

Carol A. Kahn                                      1             Common
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


================================================================================


*Cross out if not required.


                        PROCEEDINGS OF THE INCORPORATORS
- --------------------------------------------------------------------------------

                        NOTICE OF SHAREHOLDERS' MEETING

     We, the undersigned, being a majority of the incorporators of _____________

                       Holiday Health Spa of Toledo, Inc.
- --------------------------------------------------------------------------------
                             (Name of Corporation)

having received subscriptions at the place and on the day and date designated,
and subscriptions for shares having been made in an amount at least equal to
the capital stated in the articles as that with which the corporation will
begin business, do hereby give notice that the first meeting of the
shareholders is called to meet at 1123-25 N. Reynolds Rd., Toledo, Ohio on the
26th day of January 1966, at two o'clock P.M. for the election of directors and
the transaction of such other business as may come before such meeting.

                                        /s/ DONALD W. HUDSON
                                        ----------------------------------------
                                        Donald W. Hudson

                                        /s/ JEROME B. KAHN
                                        ----------------------------------------
                                        Jerome B. Kahn

                                        /s/ CAROL A. KAHN
                                        ----------------------------------------
                                        Carol A. Kahn

                   Here enter proof of notice if not waived.

EX-3.24

                                                                    Exhibit 3.24

                   *MINUTES OF FIRST SHAREHOLDERS' MEETING OR
                   *ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
- -------------------------------------------------------------------------------

     A code of regulations for the government of the corporation was presented
 by

     A vote was then taken upon the adoption of said regulations.

     100 shares were cast in favor of their adoption, No shares dissenting.

     It appearing that a majority of the shares were in favor of the adoption
of said regulations, the chairman declared them adopted and ordered them entered
upon this record of proceedings. Said regulations are in words and figures as
follows:

                              CODE OF REGULATIONS
                                       OF
                       HOLIDAY HEALTH SPA OF TOLEDO, INC.
               --------------------------------------------------
                             (Name of Corporation)

adopted by its shareholders entitled to vote for the government of the
corporation:

                                   ARTICLE I.
                            MEETINGS OF SHAREHOLDERS

     "(a) Annual Meetings. The annual meetings of the shareholders of this
corporation shall be held during the third week of January at a date and time
to be determined by the board of directors, and if a legal holiday, then on the
following secular day for the purpose of electing a board of directors and to
transact such other business which may properly be brought before the meeting."
[AMENDED 1/19/94]

     (b) Special meetings of the shareholders of this corporation shall be
called by the Secretary, pursuant to a resolution of the Board of Directors, or
upon the written request of two directors, or by shareholders representing 25%
of the shares issued and entitled to vote. Calls for special meetings shall
specify the time, place and object or objects thereof, and no business other
than that specified in the call therefor shall be considered at any such
meetings.

     (c) Notice of Meetings. A written or printed notice of the annual or any
special meeting of the shareholders, stating the time and place, and in case of
special meetings, the objects thereof, shall be given to each shareholder
entitled to vote at such meeting appearing on the books of the corporation, by
mailing same to his address as the same appears on the records of the
corporation or of its Transfer Agent, or Agents, at least twenty (20) days
before any such meeting; provided, however, that no failure or irregularity of
notice of any annual meeting shall invalidate the same or any proceeding
thereat.

     All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares.

     (d) Quorum. A majority in number of the shares authorized, issued and
outstanding, represented by the holders of record thereof, in person or by
proxy, shall be requisite to constitute a quorum at any meeting of
shareholders, but less than such majority may adjourn the meeting of
shareholders from time to time and at any such adjourned meeting any business
may be transacted which might have been transacted if the meeting had been as
originally called.

     (e) Proxies. Any shareholder entitled to vote at a meeting of shareholders
may be represented and vote thereat by proxy appointed by an instrument in
writing, subscribed by each shareholder, or by his duly authorized attorney,
and submitted to the Secretary at or before such meeting.

     "(f) Any action which might be taken at a meeting of the Shareholders may
be taken without a meeting if before or after the said action all stockholders
consent thereto in writing. The written consents shall be filed with the
Minutes of the proceedings of the corporation. The consent has the same effect
as a vote of the corporation for all purposes." [ADDED 1/19/94]



                   *MINUTES OF FIRST SHAREHOLDERS' MEETING OR
                   *ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
- -------------------------------------------------------------------------------

                                  ARTICLE II.

                                     SEAL

     The seal of the corporation shall be circular, about two inches in
diameter, with the name of the corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary, and it or a facsimile thereof shall be affixed to all certificates
of the corporation's shares. If deemed advisable by the Board of Directors, a
duplicate seal may be kept and used by any other officer of the corporation, or
by any Transfer Agent of its shares.

                                  ARTICLE III.

                                    SHARES

     SECTION 1.--Certificates. Certificates evidencing the ownership of shares
of the corporation shall be issued to those entitled to them by transfer or
otherwise. Each certificate for shares shall bear a distinguishing number, the
signature of the President or Vice-President, and of the Secretary or an
Assistant Secretary, the seal of the corporation, and such recitals as may be
required by law. The certificates for shares shall be of such tenor and design
as the Board of Directors from time to time may adopt.

     SECTION 2.--Transfers. (a) The shares may be transferred on the proper
books of the corporation by the registered holders thereof, or by their
attorneys legally constituted, or their legal representatives, by surrender of
the certificate therefor for cancellation and a written assignment of the
shares evidenced thereby. The Board of Directors may, from time to time,
appoint such Transfer Agents or Registrars of shares as it may deem advisable,
and may define their powers and duties.

     (b) All endorsements, assignments, transfers, share powers or other
instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the name of the corporation by any two of the
following officers, to-wit: the President or a Vice-President, and the
Treasurer or Secretary, or an Assistant Treasurer or an Assistant Secretary;
or by any person or persons thereunto authorized by the Board of Directors.

     SECTION 3.--Lost Certificates. The Board of Directors may order a new
certificate or certificates of shares to be issued in place of any certificate
or certificates alleged to have been lost or destroyed, but in every such case
the owner of the lost certificate or certificates shall first cause to be given
to the corporation a bond, with surety or sureties satisfactory to the
corporation in such sum as said Board of Directors may in its discretion deem
sufficient as indemnity against any loss or liability that the corporation may
incur by reason of the issuance of such new certificates; but the Board of
Directors may, in its discretion, refuse to issue such new certificate save
upon the order of some court having jurisdiction in such matters pursuant to
the statute made and provided.

     SECTION 4.--Closing of Transfer Books. The share transfer books of the
corporation may be closed by order of the Board of Directors for a period not
exceeding ten (10) days prior to any meeting of the shareholders, and for a
period not exceeding ten (10) days prior to the payment of any dividend. The
times during which the books may be closed shall, from time to time, be fixed
by the Board of Directors.


                   *MINUTES OF FIRST SHAREHOLDERS' MEETING OR
                   *ACTION BY WRITTEN CONSENT OF SHAREHOLDERS

- --------------------------------------------------------------------------------

                                  ARTICLE IV.
                                   DIRECTORS

     The number of members of the Board of Directors shall be determined
pursuant to law, by resolution of the shareholders entitled to vote, but shall
not be less than three (3) members. The election of directors shall be held at
the annual meeting of the shareholders, or at a special meeting called for that
purpose.

     Directors shall hold office until the expiration of the term for which
they were elected and shall continue in office until their respective
successors shall have been duly elected and qualified.

                                   ARTICLE V.
                             VACANCIES IN THE BOARD

     A resignation from the Board of Directors shall be deemed to take effect
upon its receipt by the Secretary, unless some other time is specified therein.
In case of any vacancy in the Board of Directors, through death, resignation,
disqualification, or other cause deemed sufficient by the Board, the remaining
directors, though less than a majority of the whole board, by affirmative vote
of a majority of those present at any duly convened meeting may, except as
hereinafter provided, elect a successor to hold office for the unexpired
portion of the term of the director whose place shall be vacant, and until the
election and qualification of a successor.

                                  ARTICLE VI.
                                REGULAR MEETINGS

     Regular meetings of the Board of Directors shall be held monthly on such
dates as the Board may designate.

                                  ARTICLE VII.
                                SPECIAL MEETINGS

     Special meetings of the Board of Directors shall be called by the
Secretary and held at the request of the President or any two of the directors.

                                 ARTICLE VIII.
                               NOTICE OF MEETINGS

     The Secretary shall give notice of each meeting of the Board of Directors,
whether regular or special, to each member of the Board.

                                ARTICLE VIII(A)
                           ACTION BY WRITTEN CONSENT

     "Any action which might be taken at a meeting of the Board of Directors may
     be taken without a meeting if before or after the said action all directors
     consent thereto in writing. The written consents shall be filed with the
     Minutes of the proceedings of the Board of Directors. The consent has the
     same effect as a vote of the Board of Directors for all purposes."

                   *MINUTES OF FIRST SHAREHOLDERS' MEETING OR
                   *ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
- --------------------------------------------------------------------------------

                                  ARTICLE IX.
                                     QUORUM

     A majority of the Directors in office at the time shall constitute a
quorum at all meetings thereof.

                                   ARTICLE X.
                               PLACE OF MEETINGS

     The Board of Directors may hold its meetings at such place or places
within or without the State of Ohio as the Board may, from time to time,
determine.

                                  ARTICLE XI.
                                  COMPENSATION

     Directors, as such, shall not receive any stated salary for their
services, but, on resolution of the Board, a fixed sum for expenses of
attendance, if any, may be allowed for attendance at each meeting, regular or
special, provided that nothing herein contained shall be construed to preclude
any Director from serving the corporation in any other capacity and receiving
compensation thereof. Members of either executive or special committees may be
allowed such compensation as the Board of Directors may determine for attending
committee meetings.

                                  ARTICLE XII.
                              ELECTION OF OFFICERS

     At the first meeting of the Board of Directors in each year (at which a
quorum shall be present) held next after the annual meeting of the
shareholders, and at any special meeting provided in Article VII, the Board of
Directors shall elect officers of the corporation (including the President),
and designate and appoint such subordinate officers and employes as it shall
determine. They may also appoint an executive committee or committees from
their number and define their powers and duties.

                                 ARTICLE XIII.
                                    OFFICERS

     The officers of this corporation shall be a President, who shall be a
director, and also a Vice-President, a Secretary, a Treasurer and a
____________________ who may or may not be directors. Said officers shall be
chosen by the Board of Directors, and shall hold office for one year, and until
their successors are elected and qualified. Additional Vice-Presidents may be
elected from time to time as determined by the Directors who may also appoint
one or more Assistant Secretaries, and one or more Assistant Treasurers, and
such other officers and agents of the corporation as it may from time to time
determine.

     Any officer or employee elected or appointed by the Board of Directors,
other than that of director, may be removed at any time upon vote of the
majority of the whole Board of Directors.




                   *MINUTES OF FIRST SHAREHOLDERS' MEETING OR
                   *ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
- --------------------------------------------------------------------------------


     The same person may hold more than one office, other than that of President
and Vice-President, or Secretary and Assistant Secretary, or Treasurer and
Assistant Treasurer.

     In case of the absence of any of any officer of the corporation, or for any
other reason which the Board of Directors may deem sufficient, the Board of
Directors may delegate the powers or duties of such officer to any other officer
or to any director, provided a majority of the whole Board of Directors concur
therein.

                                  ARTICLE XIV.
                               DUTIES OF OFFICERS

     (a)  President. The President shall preside at all meetings of shareholders
and directors. He shall exercise, subject to the control of the Board of
Directors and the shareholders of the corporation, a general supervision over
the affairs of the corporation, and shall perform generally all duties incident
to the office and such other duties as may be assigned to him from time to time
by the Board of Directors.

     (b)  Vice-President. The Vice-President shall perform all duties of the
President in his absence or during his inability to act, and shall have such
other and further powers, and shall perform such other and further duties as may
be assigned to him by the Board of Directors.

     (c)  Secretary. The Secretary shall keep the minutes of all proceedings of
the Board of Directors and of the shareholders and make a proper record of the
same, which shall be attested by him. He shall keep such books as may be
required by the Board of Directors, and shall take charge of the seal of the
corporation, and generally perform such duties as may be required by the Board
of Directors.

     (d)  Treasurer. The Treasurer shall have the custody of the funds and
securities of the corporation which may come into his hands, and shall do with
the same as may be ordered by the Board of Directors. When necessary or proper
he may endorse on behalf of the corporation for collection, checks, notes and
other obligations. He shall deposit the funds of the corporation to its credit
in such banks and depositaries as the Board of Directors may, from time to time,
designate. The fiscal year of the corporation shall be co-extensive with the
calendar year. He shall submit to the annual meeting of the shareholders, a
statement of the financial condition of the corporation, and whenever required
by the Board of Directors, shall make and render a statement of his accounts,
and such other statements as may be required. He shall keep in books of the
corporation, full and accurate accounts of all moneys received and paid by him
for account of the corporation. He shall perform such other duties as may, from
time to time, be assigned to him by the Board of Directors.


                                  ARTICLE XV.
                               ORDER OF BUSINESS

     1.   Call meeting to order.
     2.   Selection of chairman and secretary.
     3.   Proof of notice of meeting.
     4.   Roll call, including filing of proxies with secretary.
     5.   Appointment of tellers.
     6.   Reading and disposal of previously unapproved minutes.
     7.   Reports of officers and committees.
     8.   If annual meeting, or meeting called for that purpose, election of
          directors.
     9.   Unfinished business.
    10.   New business.
    11.   Adjournment.


                   *MINUTES OF FIRST SHAREHOLDERS' MEETING OR
                   *ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
- --------------------------------------------------------------------------------


     This order may be changed by the affirmative vote of a majority in interest
of the shareholders present.


                                  ARTICLE XVI.
                                   AMENDMENTS

     These regulations may be adopted, amended or repealed by the affirmative
vote of a majority of the shares empowered to vote thereon at any meeting called
and held for that purpose, notice of which meeting has been given pursuant to
law, or without a meeting by the written assent of the owners of two-thirds of
the shares of the corporation entitled to vote thereon.

     Thereupon, the following written assent to the adoption of the code of
regulations aforesaid was entered in these minutes and subscribed by all of the
shareholders of this corporation.

                     ASSENT TO THE ADOPTION OF REGULATIONS

                                                              January 26 1966
                                                            --------------------

     We, the undersigned, being the owners of the number of shares of
Holiday Health Spa of Toledo, Inc. set opposite our respective names, do hereby
- ----------------------------------
      (Name of Corporation)
assent, in writing, to the adoption of the code of regulations hereinbefore set
forth for the government of this corporation.



- -----------------------------------------------------------------------------------------------------------------
Names                              No. of Shares                        Names                       No. of Shares
- -----------------------------------------------------------------------------------------------------------------
                                                                                           
Donald W. Hudson
- -----------------------------------------------------------------------------------------------------------------
Jerome B. Kahn
- -----------------------------------------------------------------------------------------------------------------
Carol A. Kahn
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------

=================================================================================================================



                   *MINUTES OF FIRST SHAREHOLDERS' MEETING OR
                   *ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
- --------------------------------------------------------------------------------

                                                   Toledo, Ohio  January 26 1966

     Pursuant to formal notice given by the subscribers to the Articles of
Incorporation of

                       Holiday Health Spa of Toledo, Inc.
- --------------------------------------------------------------------------------
                             (Name of Corporation)

to the subscribers for shares of said corporation to meet at Toledo, Ohio on
the 26th day of January 1966, at two o'clock P.M., for the purpose of electing
the first board of directors of said corporation, and of transacting such other
business as may come before said meeting, all of the subscribers for shares
aforesaid met at the time and place above named, and thereupon in person or by
proxy, did execute the following waiver of notice of the first shareholders'
meeting of said corporation:

                WAIVER OF NOTICE OF FIRST SHAREHOLDERS' MEETING

     We, the undersigned, being all of the shareholders of
   Holiday Health Spa of Toledo, Inc.   , and being all this day at two o'clock
- ----------------------------------------
          (Name of Corporation)
P.M. present, in person or by proxy, as appears below, at the first
shareholders' meeting of said corporation, for the purpose of electing the first
board of directors of said corporation, and of transacting such other business
as may come before said meeting, do hereby waive the notice of such meeting
required by law.



- --------------------------------------------------------------------------------
     Names of Shareholders              Name of Proxy            No. of Shares
- --------------------------------------------------------------------------------
                                                           

Donald W. Hudson
- --------------------------------------------------------------------------------
Jerome B. Kahn
- --------------------------------------------------------------------------------
Carol A. Kahn
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------


                Thereupon the meeting was organized by electing

Mr. Donald W. Hudson Chairman, and Mrs. Carol A. Kahn Secretary of the meeting.

                     MINUTES OF FIRST SHAREHOLDERS' MEETING
- -------------------------------------------------------------------------------


     The Chairman declared the election of a Board of Directors to be the next
thing in order. Donald W. Hudson moved that the Board of Directors shall
consist of three members, such membership to be composed of the same class ___
as follows:

     Number of members.

                    ___________    For  _____________ Years

                    ___________    For  _____________ Years

                    ___________    For  _____________ Years

     The names of Donald W. Hudson, Jerome B. Kahn and Carol A. Kahn were
nominated for three year term.

     The names of                    were nominated for _________ year term.

     The names of                    were nominated for _________ year term.

     A ballot was then had.


_____________________________ and ______________________________ acted as
inspectors of election.

     Said election having been held, the following entry was made upon this
record of proceedings by said inspectors, certifying the results of said
election, and appointing a time and place for the holding of the first meeting
of the directors.

                     CERTIFICATE OF INSPECTORS OF ELECTION

                                                                 January 26 1966

     We, the undersigned, Donald W. Hudson, Jerome B. Kahn and Carol A. Kahn of
Holiday Health Spa of Toledo, Inc. being present at the first meeting of the
shareholders of said corporation, held at 1123-25 N. Reynolds Rd., Toledo, Ohio
on January 26 1966, do hereby certify, that at an election of directors, held at
such meeting, and at which we acted as inspectors of election, __________ of the
shares of said corporation were cast in favor of the election of

                     MINUTES OF FIRST SHAREHOLDERS' MEETING
- --------------------------------------------------------------------------------

as directors for said corporation, and 100 shares were cast in favor of the
election of Donald W. Hudson, Jerome B. Kahn and Carol A. Kahn

And we do further certify, that at said election, the said Donald W. Hudson,
Jerome B. Kahn and Carol A. Kahn were duly elected directors of said
corporation, for the term for which they were elected, or until their successors
are elected and qualified; and we do hereby appoint ____________________________
______________________________________________ the _______ day of
________________________ 19__ at ______ o'clock ___M. as the time, and
___________________________________ as the place for the holding of the first
meeting of said directors.

                                                 -------------------------------

                                                 -------------------------------
                                                                    Inspectors.



     There being no further business before the meeting, on motion of
[ILLEGIBLE] the same adjourned.

                                                       /s/ JEROME B. KAHN
                                                 -------------------------------
                                                                      Chairman.

ATTEST:

- -------------------------------
                    Secretary.

                   MINUTES OF FIRST DIRECTORS' MEETING
- -------------------------------------------------------------------------------

     Pursuant to the notice given by the shareholders at their first meeting,
the directors of said Corporation met at 1123-25 N. Reynolds Rd., Toledo, Ohio
three o'clock P.M. All of the directors being present, viz:
Donald W. Hudson, Jerome B. Kahn and Carol A. Kahn

     Thereupon the meeting was organized by electing Mr. Donald W. Hudson
Chairman and Mrs. Carol A. Kahn, Secretary.

     Thereupon, each director having been qualified as provided by law and the
regulations of the Corporation, the Chairman called for the election of
officers.





                    MINUTES OF THE FIRST DIRECTORS' MEETING
- --------------------------------------------------------------------------------

     On motion of __________________________, it was resolved that the board
proceed to elect the offers provided for by the regulations. An election was
then held, which resulted as follows:

                    President  Jerome B. Kahn
                              ------------------------------

                    Vice-President  Donald W. Hudson
                                   -------------------------

                    Secretary  Carol A. Kahn
                              ------------------------------

                    Treasurer  Carol A. Kahn
                              ------------------------------

     Now, therefore, it appearing that the proceedings of the incorporators and
shareholders have in all respects conformed to the General Corporation Act of
the State of Ohio, and that the Board of Directors and officers have been duly
elected and qualified as provided by law and the regulations, and the amount of
capital specified in the articles of incorporation as the amount of capital
with which it will commence business has been paid in, the Chairman declared
the meeting open for the transaction of business.


                                 *CERTIFICATION
- -------------------------------------------------------------------------------


                                                    Toledo, Ohio January 26 1966

     On the 26th day of January, 1966, the President and the Secretary, by order
of the Board of Directors, filed with The Division of Securities of the State of
Ohio, an application or other instrument with reference to the issuance of its
securities. The Division of Securities of the State of Ohio took action thereon
as shown in the following true and correct copy of the letter from said
Division:







     * Appropriate changes in this certification should be made if the
instrument filed with the Division of Securities is executed by the
incorporators.



                         ORIGINAL APPOINTMENT OF AGENT
                                OHIO CORPORATION
                          SECTION 1701.07 REVISED CODE

                                  ____________


     The undersigned, being at least a majority of the incorporators of Holiday
Health Spa of Toledo, Inc., hereby appoint Sandy Wright, (a natural person
resident in the county in which the corporation has its principal office), (a
corporation having a business address in the county in which Holiday Health Spa
of Toledo, Inc. has its principal office) [strike out phrase not applicable],
upon whom any process, notice or demand required or permitted by statute to be
served upon the corporation may be served. Its complete address is 1123-25 N.
Reynolds Rd., Toledo, Lucas County, Ohio.

                                   Holiday Health Spa Of Toledo, Inc.
                                   ---------------------------------------------
                                                (Name of Corporation)


                                   /s/ DONALD W. HUDSON
                                   ---------------------------------------------
                                   Donald W. Hudson


                                   /s/ JEROME B. KAHN
                                   ---------------------------------------------
                                   Jerome B. Kahn


                                   /s/ CAROL A. KAHN
                                   ---------------------------------------------
                                   Carol A. Kahn

                                   ---------------------------------------------
                                   (Incorporators names should be typed or
                                   printed beneath signatures)


                                                                    Toledo, Ohio

                                                                January 26, 1966

Holiday Health Spa of Toledo, Inc.
- ----------------------------------

     Gentlemen: I, It (strike out word not applicable) hereby accept(s)
appointment as agent of your corporation upon whom process, tax notices or
demands may be served.


                                   ---------------------------------------------
                                   (Signature of Agent or Name of Corporation)


                                   By /s/ JEROME B. KAHN
                                   ---------------------------------------------
                                   (Signature of Officer Signing and Title)

EX-3.25

                                                                    EXHIBIT 3.25

                            (STATE OF FLORIDA SEAL)

                              DEPARTMENT OF STATE


I certify that the attached is a true and correct copy of the Articles of
Incorporation of BALLY'S FITNESS AND RACQUET CLUBS, INC.,


a corporation organized under the Laws of the State of Florida, filed on
November 13, 1986.


The document number of this corporation is J41879.



                                             Given under my hand and the Great
                                             Seal of the State of Florida, at
                                             Tallahassee, the Capital, this the
                                             13th day of November, 1986.
(SEAL)

                                                   /s/ GEORGE FIRESTONE
                                             ---------------------------------
                                                    George Firestone
                                                    Secretary of State


                                                                   FILED
                                                             NOV 13 11 54 AM 86

                                                             SECRETARY OF STATE
                                                            TALLAHASSEE, FLORIDA


                                STATE OF FLORIDA

                           ARTICLES OF INCORPORATION

                                       OF

                    BALLY'S FITNESS AND RACQUET CLUBS, INC.


     THE UNDERSIGNED, ACTING AS INCORPORATORS OF A CORPORATION UNDER THE FLORIDA
GENERAL CORPORATION ACT, ADOPT THE FOLLOWING ARTICLES OF INCORPORATION:

     FIRST: THE NAME OF THE CORPORATION IS BALLY'S FITNESS AND RACQUET CLUBS,
INC.

     SECOND: THE PERIOD OF ITS DURATION IS PERPETUAL.

     THIRD: THE DATE AND TIME OF THE COMMENCEMENT OF THE CORPORATE EXISTENCE IS
UPON FILING THE ARTICLES BY THE DEPARTMENT OF STATE.

     FOURTH: THE PURPOSE OR PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE:

     TO ENGAGE IN THE BUSINESS OF OPERATING HEALTH CLUBS INCLUDING THE SALE OF
SERVICES, MERCHANDISE AND PROMOTIONAL MATERIALS RELATED THERETO; TO ENGAGE IN
THE TRANSACTION OF ANY OR ALL LAWFUL BUSINESS FOR WHICH CORPORATIONS MAY BE
INCORPORATED UNDER THE PROVISIONS OF THE FLORIDA GENERAL CORPORATION ACT.

     FIFTH: THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS;

     1,000 SHARES, COMMON STOCK, $1.00 PAR VALUE

     SIXTH: PROVISIONS GRANTING PREEMPTIVE RIGHTS ARE: NONE

     SEVENTH: THE STREET ADDRESS OF THE INITIAL REGISTERED OFFICE OF THE
CORPORATION IS C/O C T CORPORATION SYSTEM, 8751 WEST BROWARD BLVD., CITY OF
PLANTATION, FLORIDA 33324, AND THE NAME OF ITS INITIAL REGISTERED AGENT AT SUCH
ADDRESS IS C T CORPORATION SYSTEM.

     EIGHTH: THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL BOARD OF
DIRECTORS OF THE CORPORATION IS FIVE (5), AND THE NAMES AND ADDRESSES OF THE
PERSONS WHO ARE TO SERVE AS DIRECTORS UNTIL THE FIRST ANNUAL MEETING OF
SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND SHALL QUALIFY ARE:



Donahue L. Wildman                      8700 W. Bryn Mawr
                                        Chicago, IL 60631

Roy Zurkowski                           6420 Telegraph Road
                                        Birmingham, MI 48010

Al Phillips                             800 S. Wells
                                        Chicago, IL 60607

Bernie Palluck                          1700 N. Semoran Blvd.
                                        Winter Park, FL 32792

Jerome B. Kahn                          415 W. Court Street
                                        Flint, MI 48503

              NINTH: THE NAME AND ADDRESS OF EACH INCORPORATOR IS:

              Michael L. Sklar          180 N. Michigan, #2000
                                        Chicago, IL 60601


DATED: November 4, 1986.


                                                  /s/ MICHAEL L. SKLAR
                                        ----------------------------------------
                                            MICHAEL L. SKLAR, Incorporator

STATE OF ILLINOIS)

COUNTY OF COOK)


     THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME THIS 4TH DAY OF
NOVEMBER, 1986, BY MICHAEL L. SKLAR OF BALLY'S FITNESS AND RACQUET CLUB, INC.

                      MY COMMISSION EXPIRES MAY 18, 1988.

                                             PATRICIA ANN STANIS
                                             --------------------
                                             NOTARY PUBLIC


     C T CORPORATION SYSTEM HAVING BEEN DESIGNATED TO ACT AS REGISTERED AGENT
HEREBY AGREES TO ACT IN THIS CAPACITY.


                                             C T CORPORATION SYSTEM


                                             /s/ [ILLEGIBLE] Ast VP.
                                             -----------------------

EX-3.26

                                                                    EXHIBIT 3.26

                     BALLY'S FITNESS AND RACQUET CLUBS, INC.

                                     BY-LAWS


                                    ARTICLE I

                                     OFFICES



             Section 1. The registered office of the corporation shall be
located in Plantation, Florida.

             Section 2. The corporation may also have offices at such other
places both within and without the State of Florida as the board of directors
may from time to time determine or the business of the corporation may require.



                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS



             Section 1. All meetings of the shareholders for the election of
directors shall be held in the City of Los Angeles, State of California, at such
place as may be fixed from time to time by the board of directors.

             Section 2. Annual meetings of shareholders shall be held on the
last Wednesday of January if not a legal holiday, and if a legal holiday, then
on the next secular day following, at which they shall elect by a plurality vote
a board of directors, and transact such other business as may properly be
brought before the meeting.

             Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each shareholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting, or, if the purpose of such meeting shall include a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of assets,
not less than twenty nor more than sixty days before the date of the meeting.





             Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any shareholder who is
present.

             Section 5. Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of shareholders owning not less than
one-fifth of the capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

             Section 6. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be given to each shareholder entitled to vote at such meeting
not less than ten nor more than forty days before the date of the meeting, or,
if the purpose of such meeting shall be a merger, consolidation, share
exchange, dissolution or sale, lease or exchange of assets, not less than twenty
nor more than sixty days before the date of the meeting.

             Section 7. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

             Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at


                                      -2-




the meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at the meeting.

             Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question.

             Section 10. Unless otherwise provided in the articles of
incorporation, each shareholder shall at every meeting of the shareholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such shareholder, but no proxy shall be voted on
after eleven months from its date of execution, unless the proxy provides for a
longer period.

             Section 11. Shares outstanding in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the by-laws
of such corporation may prescribe, or, the absence of such provision, as the
board of directors of such corporation may determine.

             Shares standing in the name of a deceased person, a minor ward or
an incompetent person may be voted by his administrator, executor, court
appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, court
appointed guardian or conservator. Shares standing in the name of a trustee may
be voted by him, either in person or by proxy.

             Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

             A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

                                      -3-



             Any number of shareholders may create a voting trust for the
purposed of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed ten years, by entering into a
written voting trust agreement specifying the terms and conditions of the voting
trust, and by transferring their shares to such trustee or trustees for the
purpose of the agreement. Any such trust agreement shall not become effective
until a counterpart of the agreement is deposited with the corporation at its
registered office. The counterpart of the voting trust agreement so deposited
with the corporation shall be subject to the same right of examination by a
shareholder of the corporation, in person or by agent or attorney, as are the
books and records of the corporation, and shall be subject to examination by any
holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose. After the
filing of a copy of the counterpart of the agreement, certificates of stock
shall be issued to the voting trustee or trustees to represent any stock of an
original issue so deposited with him or them, and any certificates of stock so
transferred to the voting trustee or trustees shall be surrendered and cancelled
and new certificates therefor shall be issued to the voting trustee or trustees.
In the certificates so issued it shall be stated that they are issued pursuant
to such agreement, and that fact shall also be stated in the stock ledger of the
corporation.

             Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but
shares of its own stock held by it in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.

             Section 12. Any action required to be taken at any annual or
special meeting of shareholders of the corporation, or any action which may be
taken at any annual or special meeting of such shareholders, may be taken
without a meeting, without a vote, if five days' prior notice of the proposed
action is given in writing to all shareholders entitled to vote with respect
thereto, and if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those shareholders that have
not consented in writing.


                                      -4-




             Section 13. Voting on any question or in any election may be by
voice unless the presiding officer shall order or any shareholder shill demand
that voting be by ballot.



                                   ARTICLE III

                                    DIRECTORS


             Section 1. The number of directors which shall constitute the whole
board shall be five (5). The directors shall be elected at the annual meeting of
the shareholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be shareholders.

             Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose. A director elected to fill a vacancy shall serve until the next annual
meeting of shareholders.

             Section 3. The business of the corporation shall be managed by or
under its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these by-laws directed or required to be
exercised or done by the shareholders.


                       MEETINGS OF THE BOARD OF DIRECTORS


             Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Florida.

             Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
shareholders to fix the time or place of such first meeting of the newly elected
board of directors, or


                                      -5-



in the event such meeting is not held at the time and place so fixed by the
shareholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

             At such first meeting of the board of directors, the directors
shall elect a Chairman of the Board of Directors, whose function it shall be to
preside at all meetings of the board of directors.

             Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

             Section 7. Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two (2) directors.

             Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the articles of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Directors may participate in a regular or special meeting of the board of
directors by means of conference telephone or similar communications equipment
by means of which all other directors participating in the meeting can hear each
other, and participation in a meeting pursuant to this method shall constitute
presence in person at such meeting.

             Section 9. Unless otherwise restricted by the articles of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

             Section 10. A director of the corporation who is present at a
meeting of the board of directors at which action on any corporate matter is
taken shall be conclusively presumed


                                      -6-



to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.


                        EXECUTIVE COMMITTEE OF DIRECTORS


             Section 11. The board of directors may, by resolution passed by a
majority of the whole board designate an executive committee, such committee to
consist of two or more of the directors of the corporation. The board may
designate one or more directors as alternate members of the committee, who may
replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of the committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the board of directors to act at this meeting in the place of any such absent or
disqualified member. The executive committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but the executive committee shall
not have the power or authority in reference to amending the articles of
incorporation, adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the corporation's property and assets, recommending to the shareholders a
dissolution of the corporation or a revocation of a dissolution, amending the
by-laws of the corporation or authorizing or performing any other act which by
statute, the articles of incorporation or these by-laws is reserved to the
board of directors, the shareholders or both.

             Section 12. The executive committee shall keep regular minutes of
its meetings and report the same to the board of directors when required.


                                      -7-




                            COMPENSATION OF DIRECTORS


             Section 13. Unless otherwise restricted by the articles of
incorporation, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members,
of the executive committee may be allowed like compensation for attending
committee meetings.


                                   ARTICLE IV


                                     NOTICES



             Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

             Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


                                    ARTICLE V


                                    OFFICERS


             Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a


                                      -8-



vice-president, a secretary and a treasurer. The board of directors may also
choose additional vice-presidents, and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same person,
unless the articles of incorporation or these by-laws otherwise provide.

             Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.

             Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

             Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors and no officer or agent
shall be prevented from receiving such salary by reason of the fact that he is
also a director of the corporation.

             Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time, with or without cause, by
affirmative vote of a majority of the board of directors. Any vacancy occurring
in any office of the corporation shall be filled by the board of directors.


                                  THE PRESIDENT


             Section 6. The president shall be the chief executive officer of
the corporation, shall preside at all meetings of shareholders, shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.

             Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.


                                       -9-




                              THE VICE-PRESIDENTS


             Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.


                     THE SECRETARY AND ASSISTANT SECRETARIES


             Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the executive committee
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

             Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors (or
if there be no such determination, then in the order of their election), shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.


                                      -10-



                     THE TREASURER AND ASSISTANT TREASURERS


         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI

                                INDEMNIFICATION

         Section 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to


                                      -11-



any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 3. To the extent that a director, officer, employee or agent of
the corporation has been successful on the


                                      -12-



merits or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

         Section 4. Any indemnification under Sections 1 and 2 (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2. Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.

         Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.

         Section 6. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

         Section 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article VI.


                                      -13-



         Section 8. If the corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent pursuant to this Article VI,
then, and in such event, the corporation shall report such indemnification or
advance in writing to the shareholders of the corporation with or in advance of
the notice of the next succeeding shareholders' meeting.

         Section 9. For purposes of this Article VI, references to the
"corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, employees or agents, so that any person who was a director, officer,
employee or agent of such merging corporation, or was serving at the request of
such merging corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VI with respect to the
surviving corporation as such person would have with respect to such merging
corporation if its separate existence had continued.

         Section 10. For purposes of this Article VI, references to "other
enterprises" shall include, without limitation, employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries. A person who acted in good faith and in
a manner he or she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article VI.

                                   ARTICLE VII

                             CERTIFICATES OF STOCK

         Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of


                                      -14-



the board of directors or the president or a vice-president and the treasurer
or an assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.

         Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.


                               LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.


                               TRANSFERS OF STOCK


         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                                      -15-



                               FIXING RECORD DATE


         Section 5. In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall be not less than ten nor more than sixty days before the date
of such meeting, or, if the purpose of such meeting shall be a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of assets,
not less than twenty nor more than sixty days before the date of the meeting,
nor more than sixty days prior to any other action. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.


                            REGISTERED SHAREHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Florida.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

                                   CONTRACTS

         Section 1. In the absence of fraud, no contract or other transaction
between the corporation and any other


                                      -16-



corporation, and no act of the corporation, shall in any way be invalidated or
otherwise affected by the fact that any one or more of the directors of the
corporation are pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation. Any director of the corporation
individually, or any firm or association of which any director may be a member,
may be a party to, or may be, pecuniarily or otherwise interested in, any
contract or transaction of the corporation, provided that the fact that he
individually or such firm or association is so interested shall be disclosed or
shall have been known to the board of directors of the corporation or a majority
thereof; and any director of the corporation who is also a director or officer
of such other corporation or who is so interested, may be counted in determining
the existence of a quorum at any meeting of the board of directors or of any
committee of the corporation which shall authorize any such contract or
transaction and may vote thereat to authorize any such contract or transaction,
with like force and effect as if he were not such director or officer of such
other corporation or not so interested. Any contract, transaction or act of the
corporation or of the directors or any committee which shall be ratified by a
majority of a quorum of the shareholders having voting powers at any annual
meeting, or at any special meeting called for such purpose, shall, so far as
permitted by law and by the certificate of incorporation, be as valid and as
binding as though ratified by every shareholder of the corporation.


                                   DIVIDENDS


         Section 2. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 3. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                      -17-



                                ANNUAL STATEMENT

         Section 4. The board of directors shall present at each annual meeting,
and at any special meeting of the shareholders when called for by vote of the
shareholders, a full and clear statement of the business and condition of the
corporation.


                                     CHECKS

         Section 5. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.


                                  FISCAL YEAR

         Section 6. The fiscal year of the corporation shall begin on the first
day of January and shall end on the last day of December in each year.


                                      SEAL

         Section 7. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Florida". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                                   ARTICLE IX

                                   AMENDMENTS


         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the board of


                                      -18-



directors, unless such power is reserved to the shareholders by the articles of
incorporation, at any regular meeting of the board of directors or at any
special meeting of the board of directors, if notice of such alteration,
amendment, repeal or adoption of new by-laws be contained in the notice of such
special meeting.


                                      -19-

EX-3.27

                                                                    EXHIBIT 3.27


                                STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

                                   ----------



         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "BFIT REHABILITATION SERVICES, INC.", FILED IN THIS OFFICE ON
THE SIXTH DAY OF FEBRUARY, A.D. 1997, AT 4 O'CLOCK P.M.

         A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.



                                     (STAMP)



(SEAL)                                  /s/ EDWARD J. FREEL
                                        ----------------------------------------
                                        Edward J. Freel, Secretary of State


2715477  8100                           AUTHENTICATION:  8320747

971040914                                         DATE:  02-07-97



                          CERTIFICATE OF INCORPORATION
                                       OF
                       BFIT REHABILITATION SERVICES, INC.

1.   The name of the corporation is BFIT Rehabilitation Services, Inc.

2.   The address of its registered office in the State of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the city of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is to
     engage in any lawful act or activity for which corporations may be
     organized under the General Corporation Law of Delaware.

4.   The total number of shares of stock which the corporation shall have
     authority to issue is 1000 shares of common stock having a par value of
     $1.00 per share.

     Each share of common stock shall be equal to every other share of common
     stock in every respect. Each share of common stock shall entitle the
     holders thereof to one vote for each share upon all matters upon which the
     stockholders have the right to vote.

5.   The name and mailing address of the incorporator is as follows:

     Name                     Mailing Address
     ----                     ---------------

     Cary A. Gaan             8700 W. Bryn Mawr Avenue
                              Chicago, Illinois 60631

6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the board of directors is expressly authorized:

          To make, alter or repeal the by-laws of the corporation.

          To authorize and cause to be executed mortgages and liens upon the
     real and personal property of the corporation.

          To set apart out of any of the funds of the corporation available for
     dividends a reserve or reserves for any proper purpose and to abolish any
     such reserve in the manner in which it was created.

          By a majority of the whole board, to designate one or more
     committees, each committee to consist of one or more of the directors of
     the corporation. The board may designate one or more directors as
     alternate members of any committee, who may replace any absent or
     disqualified member at any meeting of the committee. The by-laws may
     provide that in the absence





                                      -2-

         or disqualification of a member of a committee, the member or members
         thereof present at any meeting and not disqualified from voting,
         whether or not he or they constitute a quorum, may unanimously appoint
         another member of the board of directors to act at the meeting in the
         place of any such absent or disqualified member. Any such committee, to
         the extent provided in the resolution of the board of directors, or in
         the by-laws of the corporation, shall have and may exercise all the
         powers and authority of the board of directors in the management of
         the business and affairs of the corporation, and may authorize the seal
         of the corporation to be affixed to all papers which may require it;
         but no such committee shall have the power or authority in reference to
         amending the Certificate of Incorporation, adopting an agreement of
         merger or consolidation, recommending to the stockholders the sale,
         issue or exchange of all or substantially all of the corporation's
         property and assets, recommending to the stockholders a dissolution of
         the corporation or a revocation of a dissolution, or amending the
         by-laws of the corporation, and, unless the resolution or by-laws
         expressly so provide, no such committee shall have the power or
         authority to declare a dividend or to authorize the issuance of stock.

             When and as authorized by the stockholders in accordance with law,
         to sell, lease or exchange all or substantially all of the property and
         assets of the corporation, including its good will and its corporate
         franchises, upon such terms and conditions and for such consideration,
         which may consist in whole or in part of money or property including
         shares of stock in, and/or other securities of, any other corporation
         or corporations, as its board of directors shall deem expedient and for
         the best interests of the corporation.

8.       Elections of directors need not be written ballot unless the by-laws
         of the corporation shall so provide.

         Meetings of stockholders may be held within or without the State of
         Delaware, as the by-laws may provide. The books of the corporation may
         be kept (subject to any provision contained in the statues) outside the
         State of Delaware at such place or places as may be designated from
         time to time by the board of directors or in the by-laws of the
         corporation. Whenever a compromise or arrangement is proposed between
         this corporation and its creditors or any class of them and/or between
         this corporation and its stockholders, any court of equitable
         jurisdiction within the State of Delaware may, on the application in a
         summary way of this corporation or of any creditor or stockholder
         thereof or on the application of any receiver or receivers appointed
         for this corporation under the provisions of Section 291 of Title 8 of
         the Delaware Code or on the application of trustees in dissolution or
         of any receiver or receivers appointed for this corporation under the
         provisions of Section 279 of Title 8 of the Delaware Code order a
         meeting of the creditors or class of creditors, and/or of the
         stockholders or class of stockholders of this corporation, as the case
         may be, to be summoned in such manner as the said court directs. If a
         majority in number


                                      -3-

         representing three-fourths in value of the creditors or class of
         creditors, and/or of the stockholders of this corporation, agree to any
         compromise or arrangement and to any reorganization of this corporation
         as consequence of such compromise or arrangement, the said compromise
         or arrangement and the said reorganization shall, if sanctioned by the
         court to which the said application has been made, be binding on all
         the creditors or class of creditors, and/or on all the stockholders or
         class of stockholders, of this corporation, as the case may be, and
         also on this corporation.

9.       The corporation reserves the right to amend, alter, change or repeal
         any provision contained in this Certificate of Incorporation, in the
         manner now or hereafter prescribed by statute, and all rights conferred
         upon stockholders herein are granted subject to this reservation.

10.      A director of the corporation shall not be personally liable to the
         corporation or its stockholders for monetary damages for breach of
         fiduciary duty as a director except for liability (i) for any breach of
         the director's duty of loyalty to the corporation or its stockholders,
         (ii) for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law, (iii) under
         Section 174 of the Delaware General Corporation Law, or (iv) for any
         transaction from which the director derived any improper personal
         benefit.

         The undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 6th day of February, 1997.

/s/ CARY A. GAAN
- ----------------
Cary A. Gaan

EX-3.28

                                                                    EXHIBIT 3.28


                                   BY-LAWS OF

                       BFIT REHABILITATION SERVICES, INC.


                                    ARTICLE I

                                     OFFICES

         Section 1. The registered office shall be in the city of Wilmington,
State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and outside the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such time and place as determined by the board of
directors. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
1996, shall be held at such date and time as determined by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than one nor more than fifteen days before the date of
the meeting.

         Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or the secretary at the request
in writing of a majority of the board of directors, or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

         Section 5. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than one nor more than fifteen days before the
date of the meeting, to each stockholder entitled to vote at such meeting.






         Section 6. Business transacted at any special meeting of stockholders
shall be united to the purpose stated in the notice.

         Section 7. The holders of 50.1% of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in case such
express provision shall govern and control the decision of such question.

         Section 9. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides far a longer period.

         Section 10. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.


                                   ARTICLE III

                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1), nor more than ten (10).





                                       2




The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, or by the stockholders. The directors so chosen
shall hold office until the next annual election or until their successors are
duly elected and qualified.

         Section 3. The business of the corporation shall be managed by or under
the direction of the board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or these by-laws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or outside the State of Delaware.

         Section 5. Regular and special meetings of the board of directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board.


         Section 6. At all meetings of the board of directors a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board consent thereto in writing, and
the consents in writing are filed with the minutes of proceedings of the board
of directors.

         Section 8. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.






                                       3



         Section 9. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be one or more of the following: a chief executive
officer, a president, one or more vice-presidents, a chief financial officer
and/or a treasurer, and a secretary. The board of directors may also choose one
or more assistant secretaries and assistant treasurers. Any number of offices
may be held by the same person, unless the certificate of incorporation or
these by-laws otherwise provide.

         Section 2. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 3. The officers of the corporation shall hold office until
their successors are duly elected and qualified.

         Section 4. Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                           THE CHIEF EXECUTIVE OFFICER

         Section 5. The chief executive officer shall preside at all meetings of
the shareholders and of the board of directors, and shall have general
management of the business of the corporation.

                                  THE PRESIDENT

         Section 6. The president shall have active management of the business
of the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

                               THE VICE-PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election, shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.



                                       4




                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing of his
signature.

         Section 9. The assistant secretary, of if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence at the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

THE CHIEF FINANCIAL OFFICER, THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The chief financial officer and/or the treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.

         Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as chief financial officer and/or treasurer and of the
financial condition of the corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind, in his possession or under his control belonging to the corporation.






                                       5



         Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the chief financial officer and/or the treasurer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the chief financial officer and/or the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                    ARTICLE V

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shill be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation, by the president or a vice-president, and by the
chief financial officer, treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation.

         Section 2. Any of or all the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         Section 3. Certificates representing shares of the stock of the
corporation will be issued in place of any certificate alleged to have been
lost, stolen or destroyed in such manner and on such terms and conditions as the
board of directors from time to time may authorize.

         Section 4. The corporation shall maintain one or more transfer offices
or agencies where stock of the corporation shall be transferable. The
corporation shall also maintain one or more registry offices where such stock
shall be registered. The board of directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
stock certificates.

         Section 5. The board of directors may fix in advance a date as the
record date for the purpose of determining the stockholders entitled to notice
of, or to vote at, any meeting of the stockholders or any adjournment thereof,
or the stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or to express consent
to corporate action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful action.
Such record date in any case shall not be more than sixty days or less than ten
days before the date of a meeting of the stockholders, nor more than sixty days
prior to any other action requiring such determination by the stockholders. A
determination of stockholders of record entitled



                                       6



to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.


                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

         Section 1. Unless the board of directors shall otherwise order, the
Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer or the Secretary shall have full power and authority on
behalf of the corporation to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The board of directors from
time to time may confer like powers upon any other person or persons.

         Section 2. Any of the following officers to-wit: the Chief Executive
Officer, President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary shall be and are hereby authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver any and all
shares of stock, bonds, debentures, notes, subscription warrants, stock
purchase warrants, evidences of indebtedness, or other securities now or
hereafter standing in the name of or owned by the Corporation, and to make,
execute and deliver under the seal of the corporation any and all written
instruments of assignment and transfer necessary or proper to effectuate the
authority hereby conferred.

         Whenever there shall be annexed to any instrument of assignment and
transfer executed, pursuant to and in accordance with the foregoing paragraph
(a), a certificate of the Secretary or an Assistant Secretary of the Corporation
in office at the date of such certificate setting forth the provisions hereof
and stating that they are in full force and effect and setting forth the names
of persons who are then officers of the Corporation, then all persons to whom
such instrument and annexed certificate shall thereafter come shall be entitled,
without further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that the
shares of stock or other securities named in such instrument were theretofore
duly and properly transferred, endorsed, sold, assigned, set over and delivered
by the corporation, and that with respect to such securities the authority of
these provisions of the By-Laws and of such officers is still in full force and
effect.




                                       7



                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS


         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year end of the corporation shall be December 31,
unless otherwise fixed by resolution of the board of directors.

                                 INDEMNIFICATION

         Section 5. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the Corporation Law of Delaware.

                                   AMENDMENTS

         Section 6. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such meeting. If the power to adopt, amend
or repeal by-laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.





                                       8

EX-3.29

                                                                    EXHIBIT 3.29

                                STATE OF FLORIDA
                           ARTICLES OF INCORPORATION
                       OF BFIT REHAB OF BOCA RATON, INC.


FIRST:    The Corporate Name that satisfies the requirements of Section
          607.0401 is: BFIT Rehab of Boca Raton, Inc.

SECOND:   The street and mailing address of the initial principal office is:
          8700 W. Bryn Mawr Avenue, 2nd Floor, Chicago, Illinois 60631.

THIRD:    The number of shares the Corporation is authorized to issue is: One
          thousand (1,000).

FOURTH:   Provisions for the regulation of the internal affairs of the
          Corporation are set forth in the By-Laws.

FIFTH:    The street address of the initial registered office of the
          Corporation is: c/o CT Corporation System, 1200 South Pine Island
          Road, City of Plantation, Florida 33324, and the name of its
          registered agent at such address is CT Corporation System.

SIXTH:    The number of directors constituting the initial round of directors
          of the Corporation is three, and the names and addresses of the
          persons who are to serve as directors until the first annual meeting
          of stockholders or until their successors are elected and shall
          qualify are:




          Name                     Address
          ----                     -------
                                

          Lee S. Hillman           8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631
          John W. Dwyer            8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631
          Cary A. Gaan             8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631


SEVENTH:  The name and address of each incorporator is:




          Name                     Address
          ----                     -------
                                

          Cary A. Gaan             8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631



EIGHTH:   These articles of incorporation shall be effective immediately upon
          filing.

     The undersigned has executed these Articles of Incorporation this 2nd day
of April, 1997.


/s/ CARY A. GAAN
- -------------------------------
Cary A. Gaan

Acceptance by the registered agent as required in Section 670.0501(3)F.S.: CT
Corporation System is familiar with and accepts the obligations provided for
in Section 607.0505.

CT CORPORATION SYSTEM

By  /s/ [ILLEGIBLE]                        Date   4/4/97
   -----------------------                     -------------
        [ILLEGIBLE]

(STAMP)

EX-3.30

                                                                    EXHIBIT 3.30


                                   BY-LAWS OF

                         BFIT REHAB OF BOCA RATON, INC.


                                    ARTICLE I

                                     OFFICES

         Section 1. The registered office shall be in the city of Plantation,
State of Florida.

         Section 2. The corporation may also have offices at such other places
both within and outside the State of Florida as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such time and place as determined by the board of
directors. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Florida, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
1996, shall be held at such date and time as determined by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than one nor more than fifteen days before the date of
the meeting.

         Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or the secretary at the request
in writing of a majority of the board of directors, or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

         Section 5. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than one nor more than fifteen days before the
date of the meeting, to each stockholder entitled to vote at such meeting.



         Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.

         Section 7. The holders of 50.1% of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in case such
express provision shall govern and control the decision of such question.

         Section 9. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

         Section 10. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.


                                   ARTICLE III

                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1), nor more than ten (10).





                                       2

The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, or by the stockholders. The directors so chosen
shall hold office until the next annual election or until their successors are
duly elected and qualified.

         Section 3. The business of the corporation shall be managed by or under
the direction of the board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or these by-laws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or outside the State of Florida.

         Section 5. Regular and special meetings of the board of directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board.

         Section 6. At all meetings of the board of directors a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board consent thereto in writing, and
the consents in writing are filed with the minutes of proceedings of the board
of directors.

         Section 8. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.






                                       3

         Section 9. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be one or more of the following: a chief executive
officer, a president, one or more vice-presidents, a chief financial officer
and/or a treasurer, and a secretary. The board of directors may also choose one
or more assistant secretaries and assistant treasurers. Any number of offices
may be held by the same person, unless the certificate of incorporation or
these by-laws otherwise provide.

         Section 2. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 3. The officers of the corporation shall hold office until
their successors are duly elected and qualified.

         Section 4. Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                           THE CHIEF EXECUTIVE OFFICER

         Section 5. The chief executive officer shall preside at all meetings of
the shareholders and of the board of directors, and shall have general
management of the business of the corporation.

                                  THE PRESIDENT

         Section 6. The president shall have active management of the business
of the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

                               THE VICE-PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election; shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.



                                       4




                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing of his
signature.

         Section 9. The assistant secretary, of if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

THE CHIEF FINANCIAL OFFICER, THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The chief financial officer and/or the treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.

         Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as chief financial officer and/or treasurer and of the
financial condition of the corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind, in his possession or under his control belonging to the corporation.






                                       5



         Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the chief financial officer and/or the treasurer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the chief financial officer and/or the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                    ARTICLE V

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shill be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation, by the president or a vice-president, and by the
chief financial officer, treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation.

         Section 2. Any of or all the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer; transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         Section 3. Certificates representing shares of the stock of the
corporation will be issued in place of any certificate alleged to have been
lost, stolen or destroyed in such manner and on such terms and conditions as the
board of directors from time to time may authorize.

         Section 4. The corporation shall maintain one or more transfer offices
or agencies where stock of the corporation shall be transferable. The
corporation shall also maintain one or more registry offices where such stock
shall be registered. The board of directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
stock certificates.

         Section 5. The board of directors may fix in advance a date as the
record date for the purpose of determining the stockholders entitled to notice
of, or to vote at, any meeting of the stockholders or any adjournment thereof,
or the stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or to express consent
to corporate action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful action.
Such record date in any case shall not be more than sixty days or less than ten
days before the date, of a meeting of the stockholders, nor more than sixty days
prior to any other action requiring such determination by the stockholders. A
determination of stockholders of record entitled



                                       6



to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.


                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

         Section 1. Unless the board of directors shall otherwise order, the
Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer or the Secretary shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The board of directors from
time to time may confer like powers upon any other person or persons.

         Section 2. Any of the following officers to-wit: the Chief Executive
Officer, President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary shall be and are hereby authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver any and all
shares of stock, bonds, debentures, notes, subscription warrants, stock
purchase warrants, evidences of indebtedness, or other securities now or
hereafter standing in the name of or owned by the Corporation, and to make,
execute and deliver under the seal of the corporation any and all written
instruments of assignment and transfer necessary or proper to effectuate the
authority hereby conferred.

         Whenever there shall be annexed to any instrument of assignment and
transfer executed, pursuant to and in accordance with the foregoing paragraph
(a), a certificate of the Secretary or an Assistant Secretary of the Corporation
in office at the date of such certificate setting forth the provisions hereof
and stating that they are in full force and effect and setting forth the names
of persons who are then officers of the Corporation, then all persons to whom
such instrument and annexed certificate shall thereafter come shall be entitled,
without further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that the
shares of stock or other securities named in such instrument were theretofore
duly and properly transferred, endorsed, sold, assigned, set over and delivered
by the Corporation, and that with respect to such securities the authority of
these provisions of the By-Laws and of such officers is still in full force and
effect.




                                       7



                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS


         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year end of the corporation shall be December 31,
unless otherwise fixed by resolution of the board of directors.

                                 INDEMNIFICATION

         Section 5. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the Corporation Law of Florida.

                                   AMENDMENTS

         Section 6. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such meeting. If the power to adopt, amend
or repeal by-laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.





                                       8

EX-3.31

                                                                    EXHIBIT 3.31

                                STATE OF FLORIDA
                           ARTICLES OF INCORPORATION
                       OF BFIT REHAB OF KENDALL, INC.


FIRST:    The Corporate Name that satisfies the requirements of Section
          607.0401 is: BFIT Rehab of Kendall, Inc.

SECOND:   The street and mailing address of the initial principal office is:
          8700 W. Bryn Mawr Avenue, 2nd Floor, Chicago, Illinois 60631.

THIRD:    The number of shares the Corporation is authorized to issue is: One
          thousand (1,000).

FOURTH:   Provisions for the regulation of the internal affairs of the
          Corporation are set forth in the By-Laws.

FIFTH:    The street address of the initial registered office of the
          Corporation is: c/o CT Corporation System, 1200 South Pine Island
          Road, City of Plantation, Florida 33324, and the name of its
          registered agent at such address is CT Corporation System.

SIXTH:    The number of directors constituting the initial round of directors
          of the Corporation is three, and the names and addresses of the
          persons who are to serve as directors until the first annual meeting
          of stockholders or until their successors are elected and shall
          qualify are:




          Name                     Address
          ----                     -------
                                

          Lee S. Hillman           8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631
          John W. Dwyer            8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631
          Cary A. Gaan             8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631


SEVENTH:  The name and address of each incorporator is:




          Name                     Address
          ----                     -------
                                

          Cary A. Gaan             8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631



EIGHTH:   These articles of incorporation shall be effective immediately upon
          filing.

     The undersigned has executed these Articles of Incorporation this 2nd day
of April, 1997.


/s/ CARY A. GAAN
- -------------------------------
Cary A. Gaan

Acceptance by the registered agent as required in Section 670.0501(3)F.S.: CT
Corporation System is familiar with and accepts the obligations provided for
in Section 607.0505.

CT CORPORATION SYSTEM

By  /s/ [ILLEGIBLE]                        Date   4/4/97
   -----------------------                     -------------
        [ILLEGIBLE]

(STAMP)

EX-3.32

                                                                    EXHIBIT 3.32


                                   BY-LAWS OF

                           BFIT REHAB OF KENDALL, INC.


                                    ARTICLE I

                                     OFFICES

         Section 1. The registered office shall be in the city of Plantation,
State of Florida.

         Section 2. The corporation may also have offices at such other places
both within and outside the State of Florida as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such time and place as determined by the board of
directors. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Florida as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
1996, shall be held at such date and time as determined by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than one nor more than fifteen days before the date of
the meeting.

         Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or the secretary at the request
in writing of a majority of the board of directors, or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

         Section 5. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than one nor more than fifteen days before the
date of the meeting, to each stockholder entitled to vote at such meeting.






         Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.

         Section 7. The holders of 50.1% of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in case such
express provision shall govern and control the decision of such question.

         Section 9. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides far a longer period.

         Section 10. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.


                                   ARTICLE III

                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1), nor more than ten (10).





                                       2




The directors shall be elected at the annual meeting of the stockholders, except
as provide in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, or by the stockholders. The directors so chosen
shall hold office until the next annual election or until their successors are
duly elected and qualified.

         Section 3. The business of the corporation shall be managed by or under
the direction of the board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or these by-laws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or outside the State of Florida.

         Section 5. Regular and special meetings of the board of directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board.


         Section 6. At all meetings of the board of directors a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board consent thereto in writing, and
the consents in writing are filed with the minutes of proceedings of the board
of directors.

         Section 8. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.






                                       3



         Section 9. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be one or more of the following: a chief executive
officer, a president, one or more vice-presidents, a chief financial officer
and/or a treasurer, and a secretary. The board of directors may also choose one
or more assistant secretaries and assistant treasurers. Any number of offices
may be held by the same person, unless the certificate of incorporation or
these by-laws otherwise provide.

         Section 2. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 3. The officers of the corporation shall hold office until
their successors are duly elected and qualified.

         Section 4. Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                           THE CHIEF EXECUTIVE OFFICER

         Section 5. The chief executive officer shall preside at all meetings of
the shareholders and of the board of directors, and shall have general
management of the business of the corporation.

                                  THE PRESIDENT

         Section 6. The president shall have active management of the business
of the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

                               THE VICE-PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election; shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of director may from time to time prescribe.



                                       4




                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing of his
signature.

         Section 9. The assistant secretary, of if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence at the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

THE CHIEF FINANCIAL OFFICER, THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The chief financial officer and/or the treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.

         Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as chief financial officer and/or treasurer and of the
financial condition of the corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.






                                       5



         Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the chief financial officer and/or the treasurer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the chief financial officer and/or the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                    ARTICLE V

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation, by the president or a vice-president, and by the
chief financial officer, treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation.

         Section 2. Any of or all the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         Section 3. Certificates representing shares of the stock of the
corporation will be issued in place of any certificate alleged to have been
lost, stolen or destroyed in such manner and on such terms and conditions as the
board of directors from time to time may authorize.

         Section 4. The corporation shall maintain one or more transfer offices
or agencies where stock of the corporation shall be transferable. The
corporation shall also maintain one or more registry offices where such stock
shall be registered. The board of directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
stock certificates.

         Section 5. The board of directors may fix in advance a date as the
record date for the purpose of determining the stockholders entitled to notice
of, or to vote at, any meeting of the stockholders or any adjournment thereof,
or the stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or to express consent
to corporate action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful action.
Such record date in any case shall not be more than sixty days or less than ten
days before the date, of a meeting of the stockholders, nor more than sixty days
prior to any other action requiring such determination by the stockholders. A
determination of stockholders of record entitled



                                       6



to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.


                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

         Section 1. Unless the board of directors shall otherwise order, the
Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer or the Secretary shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The board of directors from
time to time may confer like powers upon any other person or persons.

         Section 2. Any of the following officers to-wit: the Chief Executive
Officer, President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary shall be and are hereby authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver any and all
shares of stock, bonds, debentures, notes, subscription warrants, stock
purchase warrants, evidences of indebtedness, or other securities now or
hereafter standing in the name of or owned by the Corporation, and to make,
execute and deliver under the seal of the corporation any and all written
instruments of assignment and transfer necessary or proper to effectuate the
authority hereby conferred.

         Whenever there shall be annexed to any instrument of assignment and
transfer executed, pursuant to and in accordance with the foregoing paragraph
(a), a certificate of the Secretary or an Assistant Secretary of the Corporation
in office at the date of such certificate setting forth the provisions hereof
and stating that they are in full force and effect and setting forth the names
of persons who are then officers of the Corporation, then all persons to whom
such instrument and annexed certificate shall thereafter come shall be entitled,
without further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that the
shares of stock or other securities named in such instrument were theretofore
duly and properly transferred, endorsed, sold, assigned, set over and delivered
by the Corporation, and that with respect to such securities the authority of
these provisions of the By-Laws and of such officers is still in full force and
effect.




                                       7



                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS


         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year end of the corporation shall be December 31,
unless otherwise fixed by resolution of the board of directors.

                                 INDEMNIFICATION

         Section 5. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the Corporation Law of Florida.

                                   AMENDMENTS

         Section 6. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such meeting. If the power to adopt, amend
or repeal by-laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.





                                       8

EX-3.33

                                                                    EXHIBIT 3.33

                                STATE OF FLORIDA
                           ARTICLES OF INCORPORATION
                     OF BFIT REHAB OF WEST PALM BEACH, INC.


FIRST:    The Corporate Name that satisfies the requirements of Section
          607.0401 is: BFIT Rehab of West Palm Beach, Inc.

SECOND:   The street and mailing address of the initial principal office is:
          8700 W. Bryn Mawr Avenue, 2nd Floor, Chicago, Illinois 60631.

THIRD:    The number of shares the Corporation is authorized to issue is: One
          thousand (1,000).

FOURTH:   Provisions for the regulation of the internal affairs of the
          Corporation are set forth in the By-Laws.

FIFTH:    The street address of the initial registered office of the
          Corporation is: c/o CT Corporation System, 1200 South Pine Island
          Road, City of Plantation, Florida 33324, and the name of its
          registered agent at such address is CT Corporation System.

SIXTH:    The number of directors constituting the initial round of directors
          of the Corporation is three, and the names and addresses of the
          persons who are to serve as directors until the first annual meeting
          of stockholders or until their successors are elected and shall
          qualify are:




          Name                     Address
          ----                     -------
                                

          Lee S. Hillman           8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631
          John W. Dwyer            8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631
          Cary A. Gaan             8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631


SEVENTH:  The name and address of each incorporator is:




          Name                     Address
          ----                     -------
                                

          Cary A. Gaan             8700 W. Bryn Mawr Avenue
                                   Chicago, IL 60631



EIGHTH:   These articles of incorporation shall be effective immediately upon
          filing.

     The undersigned has executed these Articles of Incorporation this 2nd day
of April, 1997.


/s/ CARY A. GAAN
- -------------------------------
Cary A. Gaan

Acceptance by the registered agent as required in Section 670.0501(3)F.S.: CT
Corporation System is familiar with and accepts the obligations provided for
in Section 607.0505.

CT CORPORATION SYSTEM

By  /s/ [ILLEGIBLE]                        Date   4/4/97
   -----------------------                     -------------
        [ILLEGIBLE]


(STAMP)

EX-3.34

                                                                    EXHIBIT 3.34


                                   BY-LAWS OF

                       BFIT REHAB OF WEST PALM BEACH, INC.


                                    ARTICLE I

                                     OFFICES

         Section 1. The registered office shall be in the city of Plantation,
State of Florida.

         Section 2. The corporation may also have offices at such other places
both within and outside the State of Florida as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such time and place as determined by the board of
directors. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Florida as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
1996, shall be held at such date and time as determined by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than one nor more than fifteen days before the date of
the meeting.

         Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or the secretary at the request
in writing of a majority of the board of directors, or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

         Section 5. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than one nor more than fifteen days before the
date of the meeting, to each stockholder entitled to vote at such meeting.






         Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.

         Section 7. The holders of 50.1% of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which night have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in case such
express provision shall govern and control the decision of such question.

         Section 9. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

         Section 10. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.


                                   ARTICLE III

                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than one (1), nor more than ten (10).





                                       2




The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, or by the stockholders. The directors so chosen
shall hold office until the next annual election or until their successors are
duly elected and qualified.

         Section 3. The business of the corporation shall be managed by or under
the direction of the board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or these by-laws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or outside the State of Florida.

         Section 5. Regular and special meetings of the board of directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board.

         Section 6. At all meetings of the board of directors a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board consent thereto in writing, and
the consents in writing are filed with the minutes of proceedings of the board
of directors.

         Section 8. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.






                                       3



         Section 9. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be one or more of the following: a chief executive
officer, a president, one or more vice-presidents, a chief financial officer
and/or a treasurer, and a secretary. The board of directors may also choose one
or more assistant secretaries and assistant treasurers. Any number of offices
may be held by the same person, unless, the certificate of incorporation or
these by-laws otherwise provide.

         Section 2. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 3. The officers of the corporation shall hold office until
their successors are duly elected and qualified.

         Section 4. Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                           THE CHIEF EXECUTIVE OFFICER

         Section 5. The chief executive officer shall preside at all meetings of
the shareholders and of the board of directors, and shall have general
management of the business of the corporation.

                                  THE PRESIDENT

         Section 6. The president shall have active management of the business
of the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

                               THE VICE-PRESIDENTS

         Section 7. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election; shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.



                                       4




                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing of his
signature.

         Section 9. The assistant secretary, of if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

THE CHIEF FINANCIAL OFFICER, THE TREASURER AND ASSISTANT TREASURERS

         Section 10. The chief financial officer and/or the treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.

         Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as chief financial officer and/or treasurer and of the
financial condition of the corporation.

         Section 12. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.






                                       5



         Section 13. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the chief financial officer and/or the treasurer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the chief financial officer and/or the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                    ARTICLE V

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation, by the president or a vice-president, and by the
chief financial officer, treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation.

         Section 2. Any of or all the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         Section 3. Certificates representing shares of the stock of the
corporation will be issued in place of any certificate alleged to have been
lost, stolen or destroyed in such manner and on such terms and conditions as the
board of directors from time to time may authorize.

         Section 4. The corporation shall maintain one or more transfer offices
or agencies where stock of the corporation shall be transferable. The
corporation shall also maintain one or more registry offices where such stock
shall be registered. The board of directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
stock certificates.

         Section 5. The board of directors may fix in advance a date as the
record date for the purpose of determining the stockholders entitled to notice
of, or to vote at, any meeting of the stockholders or any adjournment thereof,
or the stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or to express consent
to corporate action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful action.
Such record date in any case shall not be more than sixty days or less than ten
days before the date of a meeting of the stockholders, nor more than sixty days
prior to any other action requiring such determination by the stockholders. A
determination of stockholders of record entitled



                                       6



to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.


                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

         Section 1. Unless the board of directors shall otherwise order, the
Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer or the Secretary shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The board of directors from
time to time may confer like powers upon any other person or persons.

         Section 2. Any of the following officers to-wit: the Chief Executive
Officer, President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary shall be and are hereby authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver any and all
shares of stock, bonds, debentures, notes, subscription warrants, stock
purchase warrants, evidences of indebtedness, or other securities now or
hereafter standing in the name of or owned by the Corporation, and to make,
execute and deliver under the seal of the corporation any and all written
instruments of assignment and transfer necessary or proper to effectuate the
authority hereby conferred.

         Whenever there shall be annexed to any instrument of assignment and
transfer executed, pursuant to and in accordance with the foregoing paragraph
(a), a certificate of the Secretary or an Assistant Secretary of the Corporation
in office at the date of such certificate setting forth the provisions hereof
and stating that they are in full force and effect and setting forth the names
of persons who are then officers of the Corporation, then all persons to whom
such instrument and annexed certificate shall thereafter come shall be entitled,
without further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that the
shares of stock or other securities named in such instrument were theretofore
duly and properly transferred, endorsed, sold, assigned, set over and delivered
by the Corporation, and that with respect to such securities the authority of
these provisions of the By-Laws and of such officers is still in full force and
effect.




                                       7



                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS


         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year end of the corporation shall be December 31,
unless otherwise fixed by resolution of the board of directors.

                                 INDEMNIFICATION

         Section 5. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the Corporation Law of Florida.

                                   AMENDMENTS

         Section 6. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such meeting. If the power to adopt, amend
or repeal by-laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.





                                       8

EX-3.35

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 3.35

                                                                                        
CERTIFICATE
AMENDING OR RESTATING CERTIFICATE
OF INCORPORATION    BY ACTION OF   [ ] INCORPORATORS   [ ] BOARD OF       [X] BOARD OF DIRECTORS       [ ] BOARD OF DIRECTORS
61-38                                                      DIRECTORS          AND SHAREHOLDERS             AND MEMBERS
                                                                              (Stock Corporation)          (Nonstock Corporation)


                                                                                                               For office use only
                                                                                                               -------------------
                                              STATE OF CONNECTICUT                                             ACCOUNT NO.
                                             SECRETARY OF THE STATE
                                                                                                               -------------------
                                                                                                               INITIALS
                                                                                                               (ILLEGIBLE)
                                                                                                               -------------------


===================================================================================================================================
1. NAME OF CORPORATION                                         DATE

Connecticut Coast Fitness Centers, Inc.                        May 1, 1987
- -----------------------------------------------------------------------------------------------------------------------------------

2. THE CERTIFICATE OF INCORPORATION IS  [X] A. AMENDED ONLY  [ ] B. AMENDED     [ ] C. RESTATED ONLY BY THE FOLLOWING RESOLUTION
                                                                 AND RESTATED




         See attached Exhibit "A".




3. (Omit if 2.A is checked.)

   (a)   THE ABOVE RESOLUTION MERELY RESTATES AND DOES NOT CHANGE THE PROVISIONS
         OF THE ORIGINAL CERTIFICATE OF INCORPORATION AS SUPPLEMENTED AND
         AMENDED TO DATE, EXCEPT AS FOLLOWS: (Indicate amendments made, if any;
         if none, so indicate.)



   (b)   OTHER THAN AS INDICATED IN PAR. 3(a), THERE IS NO DISCREPANCY BETWEEN
         THE PROVISIONS OF THE ORIGINAL CERTIFICATE OF INCORPORATION AS
         SUPPLEMENTED TO DATE, AND THE PROVISIONS OF THIS CERTIFICATE RESTATING
         THE CERTIFICATE OF INCORPORATION.

================================================================================
BY ACTION OF INCORPORATORS
- --------------------------

[ ]      4. THE ABOVE RESOLUTION WAS ADOPTED BY VOTE OF AT LEAST TWO-THIRDS OF
         THE INCORPORATORS BEFORE THE ORGANIZATION MEETING OF THE CORPORATION,
         AND APPROVED IN WRITING BY ALL SUBSCRIBERS, (if any) FOR SHARES OF THE
         CORPORATION, (or if nonstock corporation, by all applicants for
         membership entitled to vote, if any.)


We (at least two-thirds of the incorporators) HEREBY DECLARE, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.


- ----------------------  ----------------------  --------------------------------
SIGNED                  SIGNED                  SIGNED

- ----------------------  ----------------------  --------------------------------

                                    APPROVED

       (All subscribers, or, if nonstock corporation, all applicants for
               membership entitled to vote; if none, so indicate)


- ----------------------  ----------------------  --------------------------------
SIGNED                  SIGNED                  SIGNED

================================================================================


                                  (Continued)
================================================================================

- --------------------------------------------------------------------------------


                                                       
BY ACTION OF BOARD OF DIRECTORS

[ ] 4. (Omit if 2.C is checked.) The above resolution was adopted by the board
       of directors acting alone, N/A

 [ ] there being no shareholders or subscribers.   [ ] the board of directors being so authorized  pursu-
                                                       ant to Section 33-341, Conn. G.S. as amended

 [ ] the corporation being a nonstock corporation and having no members
     and no applicants for membership entitled to vote on such resolution.
- -------------------------------------------------------------------------------------------------------------------
5. The number of affirmative votes                        6. The number of directors' votes
   required to adopt such resolution is:                     in favor of the resolution was:
- -------------------------------------------------------------------------------------------------------------------
 WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT, THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE
 ARE TRUE.
- -------------------------------------------------------------------------------------------------------------------
 NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)      NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- -------------------------------------------------------------------------------------------------------------------
SIGNED (President or Vice President)                      SIGNED (Secretary or Assistant Secretary)

- -------------------------------------------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS

[X] 4. The above resolution was adopted by the board of directors and by shareholders.

5. VOTE OF SHAREHOLDERS:

(a) (Use if no shares are required to be voted as a class.)
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES ENTITLED TO VOTE     TOTAL VOTING POWER     VOTE REQUIRED FOR ADOPTION    VOTE FAVORING ADOPTION
      1,000                                 1,000                     666-2/3                     1,000
- -------------------------------------------------------------------------------------------------------------------
  (b) (if the shares of any class are entitled to vote as a class, indicate the designation and number of
      outstanding shares of each such class, the voting power thereof, and the vote of each such class for the
      amendment resolution.)

          N/A


 WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT, THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE
 ARE TRUE.
- -------------------------------------------------------------------------------------------------------------------
 NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)     NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

 H. Robert Jochem, Vice President                        Michael L. Sklar, Assistant Secretary
- -------------------------------------------------------------------------------------------------------------------
 SIGNED (President or Vice President)                    SIGNED (Secretary or Assistant Secretary)

 /s/ H. ROBERT JOCHEM                                    /s/ MICHAEL L. SKLAR
- -------------------------------------------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS AND MEMBERS

[ ] 4. The above resolution was adopted by the board of directors and by members.  N/A

5. VOTE OF MEMBERS:

(a) (Use if no members are required to be voted as a class.)
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF MEMBERS VOTE     TOTAL VOTING POWER     VOTE REQUIRED FOR ADOPTION    VOTE FAVORING ADOPTION

- -------------------------------------------------------------------------------------------------------------------
  (b) (if the members of any class are entitled to vote as a class, indicate the designation and number of
      members of each such class, the voting power thereof, and the vote of each such class for the
      amendment resolution.)



 WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT, THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE
 ARE TRUE.
- -------------------------------------------------------------------------------------------------------------------
 NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)      NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- -------------------------------------------------------------------------------------------------------------------
SIGNED (President or Vice President)                      SIGNED (Secretary or Assistant Secretary)

===================================================================================================================
FOR OFFICE USE ONLY                               FILING FEE          CERTIFICATION FEE           TOTAL FEES
                                                  $30  90             $20   1,240  20             $172.50
                                                  -----------------------------------------------------------------
                                                  SIGNED (For Secretary of the State)
                                                  [ILLEGIBLE]
                                                  -----------------------------------------------------------------
                                                  CERTIFIED COPY SENT ON (Date)      INITIALS
                                                               CT Corporation System
                                                  -----------------------------------------------------------------
                                                  TO
                                                               Commercial [ILLEGIBLE]
                                                  -----------------------------------------------------------------
                                                  CARD                LIST                 PROOF
                                                               Hartford, CT  06103
===================================================================================================================
61-BG (BACK)



                                   EXHIBIT A

         RESOLVED, that the Articles of Incorporation of the corporation shall
be amended to provide for the issuance of Preferred Stock as follows:

         "SECTION 3.

         CAPITAL STOCK

         The aggregate number of shares which this corporation shall have the
authority to issue is 10,000. The Corporation shall have the authority to issue
shares of Common Stock and Preferred Stock, the maximum number and par value of
each to be as follows:

         a.       9,000 number of shares of $100.00 par value Preferred Stock;
                  and

         b.       1,000 shares of $1.00 par value Common Stock.

         SECTION 4.

         Preferences, Limitations and Relative Rights of Shares of Preferred
         Stock.

         1. ISSUANCE OF PREFERRED SHARES. The aggregate number of Preferred
Stock which the corporation may have authority to issue shall be 9,000 shares
having a par value of One Hundred Dollars ($100.00) per share.

         2. NO VOTING RIGHTS. No voting rights shall attach to the shares of
Preferred Stock.

         3. DIVIDENDS. Each holder of shares of Preferred Stock shall be
entitled to receive for each fiscal year of the corporation preferential
dividends, payable either in cash or property, out of any assets of the
corporation available for dividends pursuant to the Connecticut Stock
Corporation Act, at a rate equal to 13-1/2% per annum. Each holder of Preferred
Stock shall be entitled to receive the dividends as stated above and no more,
which dividends shall be payable annually, semi-annually, or quarterly on such
dates as may be determined by the Board of Directors in its sole discretion.
Dividends on each share of Preferred Stock shall accumulate from the date of
issue of such share, from year to year, until paid so that, as long as any
shares of preferred stock are outstanding, if at any time all dividends on the
Preferred Stock for all prior dividend periods shall not have been paid, or if
all dividends on the Preferred Stock for the then current dividend period shall
not have been paid or shall not have been declared with


the sum sufficient for the payment thereof set apart, whether or not there shall
be assets of the corporation available for payment of such dividends under the
laws of the State of Connecticut then:

         (i)      No dividends shall be declared or paid on any other
                  distribution ordered or made upon the Common Stock other
                  than dividends payable solely in Common Stock; and

         (ii)     No shares of Common Stock of this corporation shall be
                  redeemed, purchased or acquired by this corporation or
                  any subsidiary of this corporation.

         4. Upon liquidation, dissolution, merger or reorganization. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
this corporation, the holders of record of the outstanding shares of Preferred
Stock shall be entitled to be paid One Hundred Dollars ($100.00) for each share
of Preferred Stock, plus accumulated dividends thereon up to the date of such
liquidation, dissolution, or winding up of this corporation, whether or not this
corporation shall have a surplus or earnings available for dividends, and no
more. After payment to the holders of the shares of Preferred Stock of the
amount payable to them as above set forth, the remaining assets of this
corporation shall be payable to and distributed ratably among the holders of
record of the shares of Common Stock. If, upon such liquidation, dissolution, or
winding up, the assets of the corporation distributable to the holdings of
shares of Preferred Stock shall be insufficient to permit the payment to them of
the entire amount to which they are entitled to hereunder, the entire assets of
this corporation shall be distributed ratably among the holders of the shares of
Preferred Stock.

         In the event of any merger or consolidation of this corporation in
which this corporation shall not be the surviving entity, or in the event of any
recapitalization or reorganization of this corporation, any such transaction
must be structured so that the fair market value of the consideration receivable
in such transaction by or allocable to the holders of the Preferred Stock shall
be equal to the liquidation preference of the Preferred Stock determined in
accordance with the preceding paragraph.

         5. REDEMPTION. Preferred Stock may be redeemed or purchased for
redemption by this corporation in accordance with the following plan. Unless
specifically prohibited by the Connecticut Stock Corporation Act, Preferred
Stock may be redeemed at any time at the option of the Board of Directors. In
case less than all of the outstanding shares of Preferred Stock are to be
redeemed, the Board of Directors shall

determine the number of shares to be redeemed and the holder or holders whose
shares are to be redeemed. Notice of such redemption shall be mailed to such
holder or holders at the address shown on the books of the corporation at least
thirty (30) prior to the date fixed for redemption in such notice. The
redemption price payable by the corporation shall be One Hundred Dollars
($100.00) per share plus any and all declared or accumulated or unpaid dividends
on the data of such redemption and such redemption price shall be paid by the
corporation to such holder or holders on the redemption date set forth in the
notice of redemption. From and after the date fixed in any such notice as the
date for redemption, no further dividends shall be declared or paid on the
shares so called for redemption and all rights of the holder or holders thereof
as stockholders of the corporation shall cease and terminate, except their right
to receive the amount payable on such redemption, unless the corporation shall
fail to pay the redemption price on the date fixed for redemption. The
corporation may, at any time and unless specifically prohibited  by the
Connecticut Stock Corporation Act, purchase for retirement from one or more
holders thereof is determined by the Board of Directors of the corporation any
or all of the shares of outstanding Preferred Stock at a price not to exceed
the redemption price stated above. All shares redeemed or purchased may be
either cancelled and retired or held by the corporation as treasury shares.

         6. NO PREEMPTIVE RIGHTS. No preferred stockholders of this corporation
shall, because his or its ownership of Preferred Stock have any preemptive or
other right to purchase,  subscribe for or take any part, pro rata or otherwise,
of any securities, equity, debt or otherwise, or options, rights or warrants to
purchase any such securities issued or sold by this corporation, whether for
cash or for property, and whether or not hereafter authorized."

                                                       
- -----------------------------------------------------------------------------------------------------
CONFIRMATION OF FILING                                               STATE OF CONNECTICUT
AND RECEIPT OF FEES                                          OFFICE OF THE SECRETARY OF THE STATE
61-304 REV. 5-80                                          P. O. BOX 846, HARTFORD, CONNECTICUT, 06115

- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
NAME OF CORPORATION

CONNECTICUT COAST FITNESS CENTERS, INC.







- -----------------------------------------------------------------------------------------------------
       DOCUMENT FILED                             FILING DATE                   TOTAL FEES PAID
- -----------------------------------------------------------------------------------------------------
                                                                          
CERTIFICATE OF INCORPORATION                      19/NOV/1982                       $80.00

- -----------------------------------------------------------------------------------------------------


The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date is the date endorsed on
the document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to:

            CORPORATIONS DIVISION, SECRETARY OF THE STATE'S OFFICE,
                   P.O. BOX 846, HARTFORD, CONNECTICUT 06115



[                              ]
 CT CORPORATION SYSTEM
 CRISSEY BENZINGER
 799 MAIN ST
 HARTFORD           CT    06103
[                              ]


CERTIFICATE OF INCORPORATION
STOCK CORPORATION
                                                            For office use only
61-5 REV. 10-69                                             -------------------
                                                            ACCOUNT NO.
                              STATE OF CONNECTICUT
                             SECRETARY OF THE STATE         -------------------
                                                            INITIALS

The undersigned incorporator(s) hereby form(s) a corporation under the Stock
Corporation Act of the State of Connecticut:

1.  The name of the corporation is Connecticut Coast Fitness Centers, Inc.

2.  The nature of the business to be transacted, or the purposes to be promoted
    or carried out by the corporation, are as follows:

    to own and operate health club facilities and to do any and all acts
    incidental thereto permitted under the Stock Corporation Act.



(CONN. - 1465 - 10/1/71)                                                  (Over)

                                  (Continued)

3.  The designation of each class of shares, the authorized number of shares of
    each such class, and the par value (if any) of each share thereof, are as
    follows:

    Common    1,000 Authorized    $1.00 Par Value


4.  The terms, limitations and relative rights and preferences of each class of
    shares and series thereof (if any), or an express grant of authority to the
    board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are
    as follows:



                            None



5.  The minimum amount of stated capital with which the corporation shall
    commence business is

    One Thousand------------------dollars. (Not less than one thousand dollars)

6.  (7) - Other provisions

           None


Dated at ___________________ this ___________ day of November, 1982

                                                                              
I/WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT, THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE ARE TRUE.
                  This certificate of incorporation must be signed by one or more incorporators.

- ----------------------------------------------------------------------------------------------------------------------------
NAME OF INCORPORATOR (Print or Type)      NAME OF INCORPORATOR (Print or Type)      NAME OF INCORPORATOR (Print or Type)
1. H. Robert Jochem                       2.                                        3.
- ----------------------------------------------------------------------------------------------------------------------------
SIGNED (Incorporator)                     SIGNED (Incorporator)                     SIGNED (Incorporator)
1.                                        2.                                        3.
- ----------------------------------------------------------------------------------------------------------------------------
NAME OF INCORPORATOR (Print or Type)      NAME OF INCORPORATOR (Print or Type)      NAME OF INCORPORATOR (Print or Type)
4.                                        5.                                        6.
- ----------------------------------------------------------------------------------------------------------------------------
SIGNED (Incorporator)                     SIGNED (Incorporator)                     SIGNED (Incorporator)
4.                                        5.                                        6.
- ----------------------------------------------------------------------------------------------------------------------------
FOR                                                   FRANCHISE FEE      FILING FEE      CERTIFICATION FEE      TOTAL FEES
OFFICE                                                $                  $               $                      $
USE                                                   ----------------------------------------------------------------------
ONLY                                                  SIGNED (For Secretary of the State)

                                                      ----------------------------------------------------------------------
                                                      CERTIFIED COPY SENT ON (Date)      INITIALS

                                                      ----------------------------------------------------------------------
                                                      TO

                                                      ----------------------------------------------------------------------
                                                      CARD                   LIST                PROOF

============================================================================================================================


61-5 (BACK)

EX-3.36

                                                                    EXHIBIT 3.36


                    CONNECTICUT COAST FITNESS CENTERS, INC.

                                   * * * * *

                                    BY-LAWS

                                   * * * * *

                                   ARTICLE I

                                    OFFICES

         Section 1. The principal office shall be located in West Hartford,
Connecticut.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Connecticut as the board of directors may,
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                        ANNUAL MEETINGS OF SHAREHOLDERS

"Section 1. Meetings of shareholders for the election of directors may be held
within or outside of the state of Connecticut, at such place as may be fixed
from time to time by the Board of Directors."

"Section 2. Annual meetings of shareholders, commencing with the year 1994,
shall be held during the third week of January at a date and time to be
determined by the board of directors and if the date designated is a legal
holiday, then on the next business day following, at which time the shareholders
shall elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting."





then on the next secular day following, at 10:00 A.M., at which they shall elect
by a plurality vote a board of directors, and transact such other business as
may properly be brought before the meeting.

         Section 3. Written or printed notice of the annual meeting stating the
place, day, and hour of the meeting shall be delivered not less than seven nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, or the secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
at such meeting.


                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Connecticut as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

         Section 2. Special meetings of shareholders may be called at any time,
for any purpose or purposes, by the board of directors or by such other persons
as may be authorized by law.

         Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than seven nor more than fifty





days before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.

         Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented at the meeting shall be the act of the
shareholders unless




the vote of a greater number of shares of stock is required by law or the
certificate of incorporation.

         In all elections for directors every shareholder, entitled to vote,
shall have the right to vote, in person or by proxy, the number of shares of
stock owned by him, for as many persons as there are directors to be elected, or
to cumulate the vote of said shares, and give one candidate as many votes as the
number of directors multiplied by the number of his shares of stock shall equal,
or to distribute the votes on the same principle among as many candidates as he
may see fit. Provided however, that this right of cumulative voting may be
exercised only if a shareholder, intending to cumulate his votes, shall have
delivered to the corporation not less than forty-eight hours before the time
fixed for the meeting, a written notice stating that he intends to cumulate his
votes at such meeting.

         Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.





                                   ARTICLE V

                                   DIRECTORS

         Section 1. The number of directors shall be five (5) or such number as
shall be determined from time to time by resolutions of the Board of Directors.
Directors need not be residents of the State of Connecticut nor shareholders of
the corporation. The directors, other than the first board of directors, shall
be elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first board of directors shall hold
office until the first annual meeting of shareholders.

         Section 2. Any vacancy occurring in the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors. A director elected to fill a
vacancy shall be elected for the unexpired portion of the term of his
predecessor in office.

         Any vacancy created by an increase in the number of directorships shall
be filled for the unexpired term by action of shareholders.

         Any other vacancy may be filled for the unexpired term by action of the
sole remaining director in office or by unanimous written consent of all the
directors without a meeting or at a meeting of the board of directors by the
concurring vote of a majority of the remaining directors in office, though such
remaining directors are less than a quorum, though the number of directors at
the meeting is less than a quorum and though such majority is less than a
quorum. A director elected to fill a newly created directorship shall serve
until the next succeeding annual meeting of shareholders and until his successor
shall have been elected and qualified.





         Section 3. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by the shareholders.

         Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
Connecticut, at such place or places as they may from time to time determine.

         Section 5. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of Connecticut.

         Section 2. The first meetings of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be





necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

         Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

         Section 4. Special meetings of the board of directors may be called by
the president on five (5) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

         Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

         Section 6. A majority of the directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
certificate of incorporation. The act of a majority of the directors present at
any meeting at which a quorum is present shall be





the act of the board of directors, unless the act of a greater number is
required by statute or by the certificate of incorporation. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.

                                  ARTICLE VII

                              EXECUTIVE COMMITTEE

         Section 1. The board of directors, by resolution adopted by a majority
of the number of directors fixed by the by-laws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.





                                  ARTICLE VIII

                                    NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed, to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the certificate of
incorporation or these by-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice; whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional




vice-presidents, and one or more assistant secretaries and assistant
treasurers.

         Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer, none of whom need be a member of
the board.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                 THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of





the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                              THE VICE-PRESIDENTS

         Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the


shareholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or president,
under whose supervision he shall be. He shall have custody of the corporate seal
of the corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

              Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.


              THE TREASURER AND ASSISTANT TREASURERS

              Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.




              Section 12. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

              Section 13. If required by the board of directors, he shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

              Section 14. The assistant treasurer, or, if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.




                                   ARTICLE X

                            CERTIFICATES FOR SHARES

              Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary or the treasurer or an assistant treasurer of the
corporation, and may be sealed with the seal of the corporation or a facsimile
thereof.

              When the corporation is authorized to issue shared of more than
one class there shall be set forth upon the face or back of the certificate, or
the certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full or summary statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.

              Section 2. The signatures of the officers of the corporation upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such officer before such certificate is
issued, it may be issued by the


corporation with the same effect as if he were such officer at the date of its
issue.

                               LOST CERTIFICATES

         Section 3.  The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                              TRANSFERS OF SHARES

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.



                           CLOSING OF TRANSFER BOOKS

         Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, seventy days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least ten days,
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record date is fixed, the determination of shareholders entitled to notice of or
to vote at a meeting, or to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders

has been made as provided in this section, such determination shall apply to any
adjournment thereof.

                            REGISTERED SHAREHOLDERS


         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Connecticut.


                              LIST OF SHAREHOLDERS


         Section 7. The officer or agent having charge of the transfer books for
shares shall make, at least five days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of five days prior to such meeting, shall be kept
on file at the principal office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be

subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                   DIVIDENDS

         Section 1. Subject to the provisions of the certificate of
incorporation relating thereto, if any, dividends may be declared by the board
of directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                  FISCAL YEAR

         Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of the directors.

                                      SEAL

         Section 5. The corporate seal shall have inscribed thereon the names of
the corporation, the year of its organization and the words "Corporate Seal,
Connecticut". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                  ARTICLE XII

                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the board of directors at any regular or
special meeting of the board.

         We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

         We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to New Fitness Holding Co., Inc. in exchange for the sum of $800.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred seventy (170) shares of its $1.00 par value common
stock to Paul Bosley in exchange for the sum of $170.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for twenty (20) shares of its $1.00 par value common stock
to Holiday Fitness Holding Company in exchange for the sum of $20.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for ten (10) shares of its $1.00 par value common stock
to John Cipolla in exchange for the sum of $10.00.

         Pursuant to Article XI of the By-Laws of the corporation we direct
that the fiscal year end of the corporation shall be July 31st.

         We do hereby designate the ________________________ Bank as a
depository for the funds of this Corporation, direct

that the appropriate resolutions be executed by the Secretary of the Corporation
and a copy of said resolutions be retained as part of the corporate records.

         We do hereby approve the form of certificate representing shares of
the corporation.

         We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.


                                              /s/ DONAHUE L. WILDMAN
                                              ----------------------------------
                                              DONAHUE L. WILDMAN

                                              /s/ JACK L. CLARK
                                              ----------------------------------
                                              JACK L. CLARK

                                              /s/ ROY ZURKOWSKI
                                              ----------------------------------
                                              ROY ZURKOWSKI

                                              /s/ H. ROBERT JOCHEM
                                              ----------------------------------
                                              H. ROBERT JOCHEM

                                              /s/ JEROME B. KAHN
                                              ----------------------------------
                                              JEROME B. KAHN

                                              /s/ JOHN CIPOLLA
                                              ----------------------------------
                                              JOHN CIPOLLA

                                              /s/ PAUL BOSLEY
                                              ----------------------------------
                                              PAUL BOSLEY

                                              BEING ALL OF THE DIRECTORS OF SAID
                                              CORPORATION

DATED:  February 13, 1983.



that the appropriate resolutions be executed by the Secretary of the Corporation
and a copy of said resolutions be retained as part of the corporate records.

         We do hereby approve the form of certificate representing shares of
the corporation.

         We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.


                                              /s/ DONAHUE L. WILDMAN
                                              ----------------------------------
                                              DONAHUE L. WILDMAN

                                              /s/ JACK L. CLARK
                                              ----------------------------------
                                              JACK L. CLARK

                                              /s/ ROY ZURKOWSKI
                                              ----------------------------------
                                              ROY ZURKOWSKI

                                              /s/ H. ROBERT JOCHEM
                                              ----------------------------------
                                              H. ROBERT JOCHEM

                                              /s/ JEROME B. KAHN
                                              ----------------------------------
                                              JEROME B. KAHN

                                              /s/ JOHN CIPOLLA
                                              ----------------------------------
                                              JOHN CIPOLLA

                                              /s/ PAUL BOSLEY
                                              ----------------------------------
                                              PAUL BOSLEY

                                              BEING ALL OF THE DIRECTORS OF SAID
                                              CORPORATION

DATED:  February 13, 1983.

EX-3.37

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 3.37

                                                                                        
CERTIFICATE
AMENDING OR RESTATING CERTIFICATE
OF INCORPORATION    BY ACTION OF   [ ] INCORPORATORS   [ ] BOARD OF       [X] BOARD OF DIRECTORS       [ ] BOARD OF DIRECTORS
61-38                                                      DIRECTORS          AND SHAREHOLDERS             AND MEMBERS
                                                                              (Stock Corporation)          (Nonstock Corporation)


                                                                                                               For office use only
                                                                                                               -------------------
                                              STATE OF CONNECTICUT                                             ACCOUNT NO.
                                             SECRETARY OF THE STATE
                                                                                                               -------------------
                                                                                                               INITIALS
                                                                                                               (ILLEGIBLE)


===================================================================================================================================
1. NAME OF CORPORATION                                          DATE

Connecticut Valley Fitness Centers, Inc.                        May 1, 1987
- -----------------------------------------------------------------------------------------------------------------------------------

2. THE CERTIFICATE OF INCORPORATION IS  [X] A. AMENDED ONLY  [ ] B. AMENDED     [ ] C. RESTATED ONLY BY THE FOLLOWING RESOLUTION
                                                                 AND RESTATED




         See attached Exhibit "A".




3. (Omit if 2.A is checked.)

   (a)   THE ABOVE RESOLUTION MERELY RESTATES AND DOES NOT CHANGE THE
         PROVISIONS OF THE ORIGINAL CERTIFICATE OF INCORPORATION AS SUPPLEMENTED
         AND AMENDED TO DATE, EXCEPT AS FOLLOWS: (Indicate amendments made, if
         any; if none, so indicate.)



   (b)   OTHER THAN AS INDICATED IN PAR. 3(a), THERE IS NO DISCREPANCY BETWEEN
         THE PROVISIONS OF THE ORIGINAL CERTIFICATE OF INCORPORATION AS
         SUPPLEMENTED TO DATE, AND THE PROVISIONS OF THIS CERTIFICATE RESTATING
         THE CERTIFICATE OF INCORPORATION.

================================================================================
BY ACTION OF INCORPORATORS
- --------------------------

[ ]      4. THE ABOVE RESOLUTION WAS ADOPTED BY VOTE OF AT LEAST TWO-THIRDS OF
         THE INCORPORATORS BEFORE THE ORGANIZATION MEETING OF THE CORPORATION,
         AND APPROVED IN WRITING BY ALL SUBSCRIBERS, (if any) FOR SHARES OF THE
         CORPORATION, (or if nonstock corporation, by all applicants for
         membership entitled to vote, if any.)


We (at least two-thirds of the incorporators) HEREBY DECLARE, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.


- ----------------------  ----------------------  --------------------------------
SIGNED                  SIGNED                  SIGNED

- ----------------------  ----------------------  --------------------------------

                                    APPROVED

       (All subscribers, or, if nonstock corporation, all applicants for
               membership entitled to vote; if none, so indicate)


- ----------------------  ----------------------  --------------------------------
SIGNED                  SIGNED                  SIGNED

================================================================================


                                  (Continued)
================================================================================
BY ACTION OF BOARD OF DIRECTORS
                                                       
[ ] 4. (Omit if 2.C is checked.) The above resolution was adopted by the board
       of directors acting alone,

 [ ] there being no shareholders or subscribers.   [ ] the board of directors being so authorized  pursu-
                                                       ant to Section 33-341, Conn. G.S. as amended

 [ ] the corporation being a nonstock corporation and having no members
     and no applicants for membership entitled to vote on such resolution.
- -------------------------------------------------------------------------------------------------------------------
5. The number of affirmative votes                        6. The number of directors' votes
   required to adopt such resolution is:                     in favor of the resolution was:
- -------------------------------------------------------------------------------------------------------------------
 WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT, THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE
 ARE TRUE.
- -------------------------------------------------------------------------------------------------------------------
 NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)      NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- -------------------------------------------------------------------------------------------------------------------
SIGNED (President or Vice President)                      SIGNED (Secretary or Assistant Secretary)

- -------------------------------------------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS

[X] 4. The above resolution was adopted by the board of directors and by shareholders.

5. VOTE OF SHAREHOLDERS:

(a) (Use if no shares are required to be voted as a class.)
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES ENTITLED TO VOTE     TOTAL VOTING POWER     VOTE REQUIRED FOR ADOPTION    VOTE FAVORING ADOPTION
      1,000                                 1,000                     666-2/3                     1,000
- -------------------------------------------------------------------------------------------------------------------
  (b) (if the shares of any class are entitled to vote as a class, indicate the designation and number of
      outstanding shares of each such class, the voting power thereof, and the vote of each such class for the
      amendment resolution.)

          N/A


 WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT, THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE
 ARE TRUE.
- -------------------------------------------------------------------------------------------------------------------
 NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)     NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

 H. Robert Jochem, Vice President                        Michael L. Sklar, Assistant Secretary
- -------------------------------------------------------------------------------------------------------------------
 SIGNED (President or Vice President)                    SIGNED (Secretary or Assistant Secretary)

 /s/ H. ROBERT JOCHEM                                    /s/ MICHAEL L. SKLAR
- -------------------------------------------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS AND MEMBERS

[ ] 4. The above resolution was adopted by the board of directors and by members.

5. VOTE OF MEMBERS:

(a) (Use if no members are required to be voted as a class.)
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF MEMBERS ENTITLED TO VOTE     TOTAL VOTING POWER     VOTE REQUIRED FOR ADOPTION    VOTE FAVORING ADOPTION

- -------------------------------------------------------------------------------------------------------------------
  (b) (if the members of any class are entitled to vote as a class, indicate the designation and number of members
      of each such class, the voting power thereof, and the vote of each such class for the amendment resolution.)



 WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT, THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE
 ARE TRUE.
- -------------------------------------------------------------------------------------------------------------------
 NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)      NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- -------------------------------------------------------------------------------------------------------------------
SIGNED (President or Vice President)                      SIGNED (Secretary or Assistant Secretary)
                                                          /s/ [ILLEGIBLE]
===================================================================================================================
For office use only                               FILING FEE          CERTIFICATION FEE           TOTAL FEES
                                                  [ILLEGIBLE]           [ILLEGIBLE]               [ILLEGIBLE]
                                                  -----------------------------------------------------------------
                                                  SIGNED (For Secretary of the State)
                                                  /s/ [ILLEGIBLE]
                                                  -----------------------------------------------------------------
                                                  CERTIFIED COPY SENT ON (Date)      INITIALS
                                                               CT Corporation System
                                                  -----------------------------------------------------------------
                                                  TO
                                                               Commercial [ILLEGIBLE]
                                                  -----------------------------------------------------------------
                                                  CARD                LIST                 PROOF
                                                               Hartford, CT  06103
===================================================================================================================
61-BG (BACK)



(STAMP)

                                   EXHIBIT A

         RESOLVED, that the Articles of Incorporation of the corporation shall
be amended to provide for the issuance of Preferred Stock as follows:

         "SECTION 3.

         CAPITAL STOCK

         The aggregate number of shares which this corporation shall have the
authority to issue is 26,000. The Corporation shall have the authority to issue
shares of Common Stock and Preferred Stock, the maximum number and par value of
each to be as follows:

         a.       25,000 number of shares of $100.00 par value Preferred Stock;
                  and

         b.       1,000 shares of $1.00 par value Common Stock.

         SECTION 4.

         Preferences, Limitations and Relative Rights of Shares of Preferred
         Stock.

         1. ISSUANCE OF PREFERRED SHARES. The aggregate number of Preferred
Stock which the corporation may have authority to issue shall be 25,000 shares
having a par value of One Hundred Dollars ($100.00) per share.

         2. NO VOTING RIGHTS. No voting rights shall attach to the shares of
Preferred Stock.

         3. DIVIDENDS. Each holder of shares of Preferred Stock shall be
entitled to receive for each fiscal year of the corporation preferential
dividends, payable either in cash or property, out of any assets of the
corporation available for dividends pursuant to the Connecticut Stock
Corporation Act, at a rate equal to 13-1/2% per annum. Each holder of Preferred
Stock shall be entitled to receive the dividends as stated above and no more,
which dividends shall be payable annually, semi-annually, or quarterly on such
dates as may be determined by the Board of Directors in its sole discretion.
Dividends on each share of Preferred Stock shall accumulate from the date of
issue of such share, from year to year, until paid so that, as long as any
shares of preferred stock are outstanding, if at any time all dividends on the
Preferred Stock for all prior dividend periods shall not have been paid, or if
all dividends on the Preferred Stock for the then current dividend period shall
not have been paid or shall not have been declared with


the sum sufficient for the payment thereof set apart, whether or not there shall
be assets of the corporation available for payment of such dividends under the
laws of the State of Connecticut then:

         (i)      No dividends shall be declared or paid on any other
                  distribution ordered or made upon the Common Stock other
                  than dividends payable solely in Common Stock; and

         (ii)     No shares of Common Stock of this corporation shall be
                  redeemed, purchased or acquired by this corporation or
                  any subsidiary of this corporation.

         4. Upon liquidation, dissolution, merger or reorganization. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
this corporation, the holders of record of the outstanding shares of Preferred
Stock shall be entitled to be paid One Hundred Dollars ($100.00) for each share
of Preferred Stock, plus accumulated dividends thereon up to the date of such
liquidation, dissolution, or winding up of this corporation, whether or not this
corporation shall have a surplus or earnings available for dividends, and no
more. After payment to the holders of the shares of Preferred Stock of the
amount payable to them as above set forth, the remaining assets of this
corporation shall be payable to and distributed ratably among the holders of
record of the shares of Common Stock. If, upon such liquidation, dissolution, or
winding up, the assets of the corporation distributable to the holdings of
shares of Preferred Stock shall be insufficient to permit the payment to them of
the entire amount to which they are entitled to hereunder, the entire assets of
this corporation shall be distributed ratably among the holders of the shares of
Preferred Stock.

         In the event of any merger or consolidation of this corporation in
which this corporation shall not be the surviving entity, or in the event of any
recapitalization or reorganization of this corporation, any such transaction
must be structured so that the fair market value of the consideration receivable
in such transaction by or allocable to the holders of the Preferred Stock shall
be equal to the liquidation preference of the Preferred Stock determined in
accordance with the preceding paragraph.

         5. REDEMPTION. Preferred Stock may be redeemed or purchased for
redemption by this corporation in accordance with the following plan. Unless
specifically prohibited by the Connecticut Stock Corporation Act, Preferred
Stock may be redeemed at any time at the option of the Board of Directors. In
case less than all of the outstanding shares of Preferred Stock are to be
redeemed, the Board of Directors shall

determine the number of shares to be redeemed and the holder or holders whose
shares are to be redeemed. Notice of such redemption shall be mailed to such
holder or holders at the address shown on the books of the corporation at least
thirty (30) prior to the date fixed for redemption in such notice. The
redemption price payable by the corporation shall be One Hundred Dollars
($100.00) per share plus any and all declared or accumulated or unpaid dividends
on the data of such redemption and such redemption price shall be paid by the
corporation to such holder or holders on the redemption date set forth in the
notice of redemption. From and after the date fixed in any such notice as the
date for redemption, no further dividends shall be declared or paid on the
shares so called for redemption and all rights of the holder or holders thereof
as stockholders of the corporation shall cease and terminate, except their right
to receive the amount payable on such redemption, unless the corporation shall
fail to pay the redemption price on the date fixed for redemption. The
corporation may, at any time and unless specifically prohibited  by the
Connecticut Stock Corporation Act, purchase for retirement from one or more
holders thereof is determined by the Board of Directors of the corporation any
or all of the shares of outstanding Preferred Stock at a price not to exceed
the redemption price stated above. All shares redeemed or purchased may be
either cancelled and retired or held by the corporation as treasury shares.

         6. NO PREEMPTIVE RIGHTS. No preferred stockholders of this corporation
shall, because his or its ownership of Preferred Stock have any preemptive or
other right to purchase,  subscribe for or take any part, pro rata or otherwise,
of any securities, equity, debt or otherwise, or options, rights or warrants to
purchase any such securities issued or sold by this corporation, whether for
cash or for property, and whether or not hereafter authorized."

CERTIFICATE OF INCORPORATION
STOCK CORPORATION
                                                            For office use only
61-5 REV. 10-69                                             -------------------
                                                            ACCOUNT NO.
[STAMP]                       STATE OF CONNECTICUT          (ILLEGIBLE)
                             SECRETARY OF THE STATE         -------------------
                                                            INITIALS

The undersigned incorporator(s) hereby form(s) a corporation under the Stock
Corporation Act of the State of Connecticut:

1.  The name of the corporation is Connecticut Valley (ILLEGIBLE)

2.  The nature of the business to be transacted, or the purposes to be promoted
    or carried out by the corporation, are as follows:

    to own and operate health club facilities and to do any and all acts
    incidental thereto permitted under the Stock Corporation Act.


(CONN. - 1465 - 10/1/71)                                                  (Over)

[ILLEGIBLE] FIRST ANNUAL REPORT                                          (STAMP)
[ILLEGIBLE] CORPORATION


                              STATE OF CONNECTICUT
                             SECRETARY OF THE STATE

                               FILING FEE $35.00


                  NOTE

[ILLEGIBLE] the provisions of the General
Statutes, all corporations are required to
file the Organization and First Annual Report
within 30 days after the organization
meeting. Subsequent annual report forms will
be mailed to the corporation at its principal
office with instructions for filing in
accordance with law.

LATE FEE: This report must be filed within 30
days after the date of organization meeting
as shown in Item 3 below. If late, the filing
fee is [ILLEGIBLE]


1. NAME OF CORPORATION
   Connecticut Valley Fitness Centers, Inc.

2. ADDRESS OF PRINCIPAL OFFICE IN CONNECTICUT
   799 Main Street, Hartford CT 06103

3. [ILLEGIBLE]
   November [ILLEGIBLE]

4. [ILLEGIBLE]
   June 27, [ILLEGIBLE]


5. DIRECTORS AND OFFICERS         (INCLUDE ZIP CODE)



    NAME                 TITLE                    BUSINESS ADDRESS                            [ILLEGIBLE]
                                                                                     
John Cipolla         President/Director           37 Brookridge Dr., [ILLEGIBLE]
Jerome B. Kahn       Ex. V.Pres/Director          415 N Court St., Flint, Mich 48502
Donahue L. Wildman   1st V.Pres./Director         180 E. Pearson St., Chicago IL 60611
George Jaconetti     2nd V.Pres./Director         Hayes Building Room 104, [ILLEGIBLE]
                                                  Parma Heights, Ohio 44130
H. Robert Jochem     3rd V.Pres/Director          8700 West Bryn Mawr, Chicago IL 60631
Roy Zurkowski        V.Pres./Director             451 [ILLEGIBLE] Rd., Bloomfield Hills, Mich [ILLEGIBLE]
Donald Hudson        V.Pres                       415 N. Court St., Flint Mich. 48502
Thomas White         V.Pres.-Treasurer            20542 Kingsbury St., [ILLEGIBLE]
Michael L. Sklar     Secretary                    180 N. Michigan Ave., Chicago IL 60611
Lee Marsh            Assistant Sec.               [ILLEGIBLE] Northwest Passage [ILLEGIBLE]
Danilo Picar         Assistant Treas.             10604 Mather St., Sunland CA 91041
Albert Barsky        Assistant Treas.             8700 West Bryn Mawr, Chicago, IL 60631


                         See Exhibit A for [ILLEGIBLE]

6. AGGREGATE [ILLEGIBLE] SHARES



                                               Number Issued                     [ILLEGIBLE]
    Class           Series        Per         and outstanding        [ILLEGIBLE] [ILLEGIBLE]
                                                                  
Common             None         $1.00              1,000                 N/A     all fully paid


7. I hereby declare, under the penalties of false statement, that the
   [ILLEGIBLE]

DATE                     [ILLEGIBLE]                             [ILLEGIBLE]

  6-27-84                /s/ ROBERT JOCHEM                       [ILLEGIBLE]


[ILLEGIBLE]    than the filing date and not earlier than the date of [ILLEGIBLE]


(STAMP)

DEPARTMENT OF STATUTORY AGENT FOR SERVICE                            [ILLEGIBLE]
[ILLEGIBLE] CORPORATION
[ILLEGIBLE]

[STAMP]
VOL 1008 3286

TO The Secretary of the State of Connecticut

================================================================================
[ILLEGIBLE] Connecticut Valley Fitness Centers, Inc.
================================================================================
APPOINTMENT
- --------------------------------------------------------------------------------
The above corporation appoints as its statutory agent for service one of the
following
- --------------------------------------------------------------------------------
[ILLEGIBLE] PERSON WHO IS          }  BUSINESS ADDRESS
RESIDENT OF CONNECTICUT            }
                                   } -------------------------------------------
                                   }  RESIDENCE ADDRESS
                                   }
- --------------------------------------------------------------------------------
NAME OF CONNECTICUT CORPORATION    } ADDRESS OF PRINCIPAL OFFICE IN CONN.
                                   } [ILLEGIBLE]
                                   }
- --------------------------------------------------------------------------------
NAME OF CORPORATION Not            } ADDRESS OF PRINCIPAL OFFICE IN CONN.
Organized Under the Laws of Conn.  } [ILLEGIBLE]
C T CORPORATION SYSTEM             } 799 Main Street, Hartford, Conn., 06103
- --------------------------------------------------------------------------------
Which has [ILLEGIBLE]



==================================================================================================
                                 AUTHORIZATION
- --------------------------------------------------------------------------------------------------
                                                                              
                   NAME OF INCORPORATOR (Print or type)  }  Signed (Incorporator)    } DATE
  ORIGINAL             H. Robert Jocken                  }  /s/ H. ROBERT JOCKEN     } [ILLEGIBLE]
APPOINTMENT        -------------------------------------------------------------------------------
                   NAME OF INCORPORATOR (Print or type)  }  Signed (Incorporator)    } [ILLEGIBLE]
(Must be signed                                          }                           }
by a [ILLEGIBLE]   -------------------------------------------------------------------------------
of incorporators.) NAME OF INCORPORATOR (Print or type)  }  Signed (Incorporator)    } [ILLEGIBLE]
                                                         }                           }
                   -------------------------------------------------------------------------------
  SUBSEQUENT       NAME OF PRESIDENT, VICE PRESIDENT,    }  Signed (Incorporator)    } [ILLEGIBLE]
 APPOINTMENT       OR SEC.                               }                           }
                                                         }                           }
- --------------------------------------------------------------------------------------------------



================================================================================
                                   ACCEPTANCE
- --------------------------------------------------------------------------------
NAME OF STATUTORY AGENT FOR SERVICE (Print or type) } SIGNED ([ILLEGIBLE])
Accepted       C T CORPORATION SYSTEM               } R.D. Runo
================================================================================
                                                     BY:
                                                     R. D. Runo, Asst. Secretary
[STAMP]
                                                                     
===============================================================================================
[STAMP]                     } [ILLEGIBLE]    }  CERTIFICATION [ILLEGIBLE]  }  TOTAL [ILLEGIBLE]
                            } $              }  $                          }  $
                            } -----------------------------------------------------------------
                            } [ILLEGIBLE]
                            }
                            } -----------------------------------------------------------------
                            } CERTIFIED COPY [ILLEGIBLE]                   }  INITIALS
                            }
                            } -----------------------------------------------------------------
                            } TO
                            }
                            } -----------------------------------------------------------------
                            } CASE           }  LAST                       }  [ILLEGIBLE]
                            }                }                             }
===============================================================================================


([ILLEGIBLE]17/68)


                                  (Continued)

3.  The designation of each class of shares, the authorized number of shares
    of each such class, and the par value (if any) of each share thereof, are as
    follows:

    Common    1,000 Authorized    $1.00 Par Value


4.  The terms, limitations and relative rights and preferences of each class of
    shares and series thereof (if any), or an express grant of authority to the
    board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are
    as follows:



                            None



5.  The minimum amount of stated capital with which the corporation shall
    commence business is

    One Thousand------------------dollars. (Not less than one thousand dollars)

6.  (7) - Other provisions

           None


Dated at 180 N. Michigan           this 15th day of November, 1982
         Chicago, IL

                                                                              
I/WE HEREBY DECLARE, UNDER THE PENALTIES OF FALSE STATEMENT, THAT THE STATEMENTS MADE IN THE FOREGOING CERTIFICATE ARE TRUE.
                  This certificate of incorporation must be signed by one or more incorporators.

- ----------------------------------------------------------------------------------------------------------------------------
NAME OF INCORPORATOR (Print or Type)      NAME OF INCORPORATOR (Print or Type)      NAME OF INCORPORATOR (Print or Type)
1. H. Robert Jochem                       2.                                        3.
- ----------------------------------------------------------------------------------------------------------------------------
SIGNED (Incorporator)                     SIGNED (Incorporator)                     SIGNED (Incorporator)
1. /s/ H. ROBERT JOCHEM                   2.                                        3.
- ----------------------------------------------------------------------------------------------------------------------------
NAME OF INCORPORATOR (Print or Type)      NAME OF INCORPORATOR (Print or Type)      NAME OF INCORPORATOR (Print or Type)
4.                                        5.                                        6.
- ----------------------------------------------------------------------------------------------------------------------------
SIGNED (Incorporator)                     SIGNED (Incorporator)                     SIGNED (Incorporator)
4.                                        5.                                        6.
- ----------------------------------------------------------------------------------------------------------------------------
FOR                                                   FRANCHISE FEE      FILING FEE      CERTIFICATION FEE      TOTAL FEES
OFFICE             FILED                              $ (ILLEGIBLE)      $ (ILLEGIBLE)   $ (ILLEGIBLE)          $
USE         STATE OF CONNECTICUT                      ----------------------------------------------------------------------
ONLY             NOV 19 1982                          SIGNED (For Secretary of the State)
                   (STAMP)                            (ILLEGIBLE)
                                                      ----------------------------------------------------------------------
                                                      CERTIFIED COPY SENT ON (Date)      INITIALS
                                                      (ILLEGIBLE)
                                                      ----------------------------------------------------------------------
                                                      TO
                                                      (ILLEGIBLE)
                                                      ----------------------------------------------------------------------
                                                      CARD                   LIST                PROOF

============================================================================================================================


61-5 (BACK)

EX-3.38

                                                                    EXHIBIT 3.38

                    CONNECTICUT VALLEY FITNESS CENTERS, INC.

                                   * * * * *

                                    BY-LAWS

                                   * * * * *

                                   ARTICLE I

                                    OFFICES

         Section 1. The principal office shall be located in West Hartford,
Connecticut.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Connecticut as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                        ANNUAL MEETINGS OF SHAREHOLDERS

     Amended 1/19/94

     "Section 1. All meetings of shareholders for the election of directors may
     be held within or outside the state of Connecticut, as such place as may be
     fixed from time to time by the board of directors."

     Amended 1/19/94

     "Section 2. Annual meetings of shareholders, commencing with the year 1994,
     shall be held during the third week of January on a date and time so
     designated by the board of directors, and if said date is a legal holiday,
     then on the next secular day following, at which they shall elect by a
     plurality vote a board of directors, and transact such other business as
     may properly be brought before the meeting."

then on the next secular day following, at 10:00 A.M., at which they shall elect
by a plurality vote a board of directors, and transact such other business as
may properly be brought before the meeting.

         Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than seven nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, or the secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
at such meeting.

                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Connecticut as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

         Section 2. Special meetings of shareholders may be called at any time,
for any purpose or purposes, by the board of directors or by such other persons
as may be authorized by law.

         Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than seven nor more than fifty

days before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.

         Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented at the meeting shall be the act of the
shareholders unless

the vote of a greater number of shares of stock is required by law or the
certificate of incorporation.

         In all elections for directors every shareholder, entitled to vote,
shall have the right to vote, in person or by proxy, the number of shares of
stock owned by him, for as many persons as there are directors to be elected, or
to cumulate the vote of said shares, and give one candidate as many votes as the
number of directors multiplied by the number of his shares of stock shall equal,
or to distribute the votes on the same principle among as many candidates as he
may see fit. Provided however, that this right of cumulative voting may be
exercised only if a shareholder, intending to cumulate his votes, shall have
delivered to the corporation not less than forty-eight hours before the time
fixed for the meeting, a written notice stating that he intends to cumulate his
votes at such meeting.

         Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE V

                                   DIRECTORS

         Section 1. The number of directors shall be five (5). Directors need
not be residents of the State of Connecticut nor shareholders of the
corporation. The

directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until the
first annual meeting of shareholders.

         Section 2. Any vacancy occurring in the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors. A director elected to fill a
vacancy shall be elected for the unexpired portion of the term of his
predecessor in office.

         Any vacancy created by an increase in the number of directorships shall
be filled for the unexpired term by action of shareholders.

         Any other vacancy may be filled for the unexpired term by action of the
sole remaining director in office or by unanimous written consent of all the
directors without a meeting or at a meeting of the board of directors by the
concurring vote of a majority of the remaining directors in office, though such
remaining directors are less than a quorum, though the number of directors at
the meeting is less than a quorum and though such majority is less than a
quorum. A director elected to fill a newly created directorship shall serve
until the next succeeding annual meeting of shareholders and until his successor
shall have been elected and qualified.

         Section 3. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by the shareholders.

         Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
Connecticut, at such place or places as they may from time to time determine.

         Section 5. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of Connecticut.

         Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be

necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

         Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

         Section 4. Special meetings of the board of directors may be called by
the president on five (5) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

         Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

         Section 6. A majority of the directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
certificate of incorporation. The act of a majority of the directors present at
any meeting at which a quorum is present shall be

the act of the board of directors, unless the act of a greater number is
required by statute or by the certificate of incorporation. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.

                                  ARTICLE VII

                              EXECUTIVE COMMITTEE

         Section 1. The board of directors, by resolution adopted by a majority
of the number of directors fixed by the by-laws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.

                                  ARTICLE VIII

                                    NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the certificate of
incorporation or these by-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

         "Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
one or more assistant secretaries and assistant treasurers, and such other
officers as deemed appropriate."

vice-presidents, and one or more assistant secretaries and assistant treasurers.

         Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer, none of whom need be a member of
the board.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                 THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of

the corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.


                              THE VICE-PRESIDENTS

         Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the

shareholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or president,
under whose supervision he shall be. He shall have custody of the corporate seal
of the corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 14. The assistant treasurer, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE X

                             CERTIFICATE FOR SHARES

         Section 1. The shares of the corporation shall be

represented by certificates signed by the president or a vice-president and the
secretary or an assistant secretary or the treasurer or an assistant treasurer
of the corporation, and may be sealed with the seal of the corporation or a
facsimile thereof.

         When the corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full or summary statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.

         Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the


corporation with the same effect as if he were such officer at the date of its
issue.

                               LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                              TRANSFERS OF SHARES

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                           CLOSING OF TRANSFER BOOKS

         Section 5. For the purpose of determining

shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, seventy days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days, immediately preceding such meeting. In lieu of closing the stock
transfer books, the board of directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed, the determination of shareholders
entitled to notice of or to vote at a meeting, or to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders

has been made as provided in this section, such determination shall apply to
any adjournment thereof.

                            REGISTERED SHAREHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Connecticut.


                              LIST OF SHAREHOLDERS

         Section 7. The officer or agent having charge of the transfer books for
shares shall make, at least five days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of five days prior to such meeting, shall be kept
on file at the principal office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be

subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                   DIVIDENDS

         Section 1. Subject to the provisions of the certificate of
incorporation relating thereto, if any, dividends may be declared by the board
of directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                  FISCAL YEAR

         Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Connecticut". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                  ARTICLE XII

                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a

majority of the board of directors at any regular or special meeting of the
board.

EX-3.41

                                                                    EXHIBIT 3.41

                            ARTICLES OF ORGANIZATION

                                       OF

                                CRUNCH L.A. LLC

(Under Section 203 of the New York Limited Liability Company Law)

FIRST:    The name of this limited liability company is: Crunch L.A. LLC.

SECOND:   The county within this state in which the office of the limited
          liability company is to locate is: New York.

THIRD:    The latest date on which the limited liability company is to dissolve
          is December 31, 2097.

FOURTH:   The secretary of state is designated as agent of the limited
          liability company upon whom process against it may be served. The post
          office address within this state to which the secretary of state shall
          mail a copy of any process against the limited liability company
          served upon him or her is: 88 University Place, 11th Floor, New York,
          New York 10003.

FIFTH:    The effective date of these Articles of Organization is the date of
          filing.

SIXTH:    This limited liability company is to be managed by its members.

        IN WITNESS WHEREOF, this certificate has been subscribed this 14th day
of November, 1997, by the undersigned who affirms that the statements made
herein are true under the penalties of perjury.


                                                 /s/ Doug Levine
                                                 -------------------------------
                                                 Doug Levine, Organizer
                                                 88 University Place, 11th Floor
                                                 New York, New York 10003





                                       1

                            ARTICLES OF ORGANIZATION

                                       OF

                                CRUNCH L.A. LLC

















        UNDER SECTION 203 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW







                                    COUNSEL:

                              PENNIE & EDMONDS LLP

                              3300 HILLVIEW AVENUE

                            PALO ALTO, CA 94304-1203





                                       2

EX-3.42

                                                                    EXHIBIT 3.42


                                CRUNCH L.A. LLC
                              OPERATING AGREEMENT

         This Operating Agreement (this "Agreement") is entered into effective
December 31, 1997 by and among the signatories hereto.

                                   BACKGROUND

         The parties have agreed to organize and operate a limited liability
company in accordance with the terms and subject to the conditions set forth in
this Agreement.

                                   AGREEMENT

         The parties, intending legally to be bound, agree as follows:

                                   Article I
                                 Defined Terms

         The following capitalized terms shall have the meaning specified in
this Article I. Other terms are defined in the text of this Agreement; and,
throughout this Agreement, those terms shall have the meanings respectively
ascribed to them.

         "Adjusted Capital Account Deficit" means, with respect to any Economic
Interest Holder, the deficit balance, if any, in the Economic Interest Holder's
Capital Account as of the end of the relevant taxable year, after giving effect
to the following adjustments:

                  (i) the deficit shall be decreased by the amounts, if any,
which the Economic Interest Holder is obligated to restore pursuant to Section
4.4.2 or is deemed obligated to restore pursuant to Regulation Section
1.704-1(b)(2)(ii)(c); and

                  (ii) the deficit shall be increased by the items described in
Regulation Sections 1.704-1(b)(2)(ii)-(d)(4), (5), and (6).

         "Adjusted Capital Balance" means, as of any day, an Economic Interest
Holder's total Capital Contributions less all amounts actually distributed to
the Economic Interest Holder pursuant to Sections 4.1 and 4.4 hereof. If any
Economic Interest is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Adjusted Capital Balance of the
transferor to the extent the Adjusted Capital Balance relates to the Economic
Interest transferred.

         "Affiliate" means, with respect to any Member, any Person: (i) which
owns more than five percent (5%) of the voting interests in the Member; or (ii)
in which the Member owns more than five


                                       1

percent (5%) of the voting interests; or (iii) in which more than five percent
(5%) of the voting interests are owned by a Person who has a relationship with
the Member described in clause (i) or (ii) above or who otherwise controls, is
controlled by, or under common control with, another person.

         "Agreement" means this Operating Agreement, as amended from time to
time.

         "Capital Account" means the account to be maintained by the Company for
each Economic Interest Holder in accordance with the following provisions:

                  (i) an Economic Interest Holder's Capital Account shall be
credited with the Economic Interest Holder's Capital Contributions, the amount
of any Company liabilities assumed by the Economic Interest Holder (or which are
secured by Company property distributed to the Economic Interest Holder), the
Economic Interest Holder's distributive share of Profit and any item in the
nature of income or gain specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3); and

                  (ii) an Economic Interest Holder's Capital Account shall be
debited with the amount of money and the fair market value of any Company
property distributed to the Economic Interest Holder, the amount of any
liabilities of the Economic Interest Holder assumed by the Company (or which are
secured by property contributed by the Economic Interest Holder to the Company),
the Economic Interest Holder's distributive share of Loss and any item in the
nature of expenses or losses specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3).

         If any Economic Interest is transferred pursuant to the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor
to the extent the Capital Account is attributable to the transferred Economic
Interest. If the book value of Company property is adjusted pursuant to Section
4.3.3, the Capital Account of each Economic Interest Holder shall be adjusted to
reflect the aggregate adjustment in the same manner as if the Company had
recognized gain or loss equal to the amount of such aggregate adjustment. It is
intended that the Capital Accounts of all Economic Interest Holders shall be
maintained in compliance with the provisions of Regulation Section 1.704-1(b),
and all provisions of this Agreement relating to the maintenance of Capital
Accounts shall be interpreted and applied in a manner consistent with that
Regulation.

         "Capital Contribution" means the total amount of cash and the fair
market value of any other assets contributed (or deemed contributed under
Regulation Section 1.704-1(b)(2)(iv)(d)) to the


                                       2

Company by a Member, net of liabilities assumed or to which the assets are
subject.

         "Cash Flow" means all cash funds derived from operations of the Company
(including interest received on reserves), without reduction for any noncash
charges, but less cash funds used to pay current operating expenses and to pay
or establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Members. Cash Flow shall be
increased by the reduction of any reserve previously established.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.

         "Company" means the limited liability company formed in accordance with
this Agreement.

         "Economic Interest" means a Person's share of the Profits and Losses
of, and the right to receive distributions from, the Company.

         "Economic Interest Holder" means any Person who holds an Economic
Interest, whether as a Member or an unadmitted assignee of a Member.

         "Involuntary Withdrawal" means, with respect to any Member, the
occurrence of any of the following events:

                  (i) the Member makes an assignment for the benefit of
creditors;

                  (ii) the Member files a voluntary petition of bankruptcy;

                  (iii) the Member is adjudged bankrupt or insolvent or there is
entered against the Member an order for relief in any bankruptcy or insolvency
proceeding;

                  (iv) the Member files a petition seeking for the Member any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

                  (v) the Member seeks, consents to, or acquiesces in the
appointment of a trustee for, receiver for, or liquidation of the Member or of
all or any substantial part of the Member's properties;

                  (vi) the Member files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against the
Member in any proceeding described in Subsections (i) through (v);




                                       3

                  (vii) any proceeding against the Member seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation, continues
for one hundred twenty (120) days after the commencement thereof, or the
appointment of a trustee, receiver, or liquidator for the Member or all or any
substantial part of the Member's properties without the Member's agreement or
acquiescence, which appointment is not vacated or stayed for one hundred twenty
(120) days or, if the appointment is stayed, for one hundred twenty (120) days
after the expiration of the stay during which period the appointment is not
vacated;

                  (viii) if the Member is an individual, the Member's death,
incapacity, or adjudication by a court of competent jurisdiction as incompetent
to manage the Member's person or property;

                  (ix) if the Member is acting as a Member by virtue of being a
trustee of a trust, the termination of the trust;

                  (x) if the Member is a partnership or limited liability
company, the dissolution and commencement of winding up of the partnership or
limited liability company;

                  (xi) if the Member is a corporation, the dissolution of the
corporation or the revocation of its charter;

                  (xii) if the Member is an estate, the distribution by the
fiduciary of the estate's entire interest in the Company;

         "Law" means the New York Limited Liability Company Law, as amended from
time to time.

         "Member" means each Person who has signed this Agreement and any Person
who subsequently is admitted as a member of the Company.

         "Membership Interest" means all of the rights of a Member in the
Company, including a Member's: (i) Economic Interest; (ii) right to inspect the
Company's books and records; (iii) right to participate in the management of and
vote on matters coming before the Company; and (iv) unless this Agreement or the
Articles of Organization provide to the contrary, right to act as an agent of
the Company.

         "Minimum Gain" has the meaning set forth in Regulation Section
1.704-2(d). Minimum Gain shall be computed separately for each Economic Interest
Holder in a manner consistent with the Regulations under Code Section 704(b).

         "Negative Capital Account" means a Capital Account with a balance of
less than zero.



                                       4

         "Percentage" means, as to a Member, the percentage set forth after the
Member's name on Exhibit A, as amended from time to time, and as to an Economic
Interest Holder who is not a Member, the Percentage of the Member whose
Economic Interest has been acquired by such Economic Interest Holder, to the
extent the Economic Interest Holder has succeeded to that Member's Economic
Interest.

         "Person" means and includes an individual, corporation, partnership,
association, limited liability company, trust, estate, or other entity.

         "Positive Capital Account" means a Capital Account with a balance
greater than zero.

         "Profit" and "Loss" means, for each taxable year of the Company (or
other period for which Profit or Loss must be computed), the Company's taxable
income or loss determined in accordance with Code Section 703(a), with the
following adjustments:

                  (i) all items of income, gain, loss, deduction, or credit
required to be stated separately pursuant to Code Section 703(a)(1) shall be
included in computing taxable income or loss; and

                  (ii) any tax-exempt income of the Company, not otherwise
taken into account in computing Profit of Loss, shall be included in computing
taxable income or loss; and

                  (iii) any expenditures of the Company described in Code
Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section
1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit
or Loss, shall be subtracted from taxable income or loss; and

                  (iv) gain or loss resulting from any taxable disposition of
Company property shall be computed by reference to the adjusted book value of
the property disposed of, notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax
purposes; and

                  (v) in lieu of the depreciation, amortization, or cost
recovery deductions allowable in computing taxable income or loss, there shall
be taken into account the depreciation computed based upon the adjusted book
value of the asset; and

                  (vi) notwithstanding any other provision of this definition,
any items which are specially allocated pursuant to Section 4.3 hereof shall
not be taken into account in computing Profit or Loss.



                                       5

         "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

         "Transfer" means-when used as a noun-any sale, hypothecation, pledge,
assignment, attachment, or other transfer, and-when used as a verb-means to
sell, hypothecate, pledge, assign, or otherwise transfer.

         "Voluntary Withdrawal" means a Member's disassociation with the
Company by means other than a Transfer or an Involuntary Withdrawal.

                                   Article II
                   Formation and Name: Office; Purpose; Term

         2.1. Organization. The parties have organized a limited liability
company pursuant to the Law and the provisions of this Agreement and, for that
purpose, have caused Articles of Organization to be prepared, executed, and
filed with the New York Department of State.

         2.2. Name of the Company. The name of the Company shall be Crunch L.A.
LLC. The Company may do business under that name and under any other name or
names upon which the Members agree. If the Company does business under a name
other that set forth in its Articles of Organization, then the Company shall
file a certificate as required by General Business Law section 130.

         2.3. Purpose. The Company is organized to engage in any business
permitted under the Law, except to do in New York any business for which any
statue of New York other than the Limited Liability Company Law specifically
requires some other business entity or natural person to be formed or used for
such business.

         2.4. Term. The term of the Company shall begin upon the filing of
Articles of Organization with the New York Department of State and shall
continue until December 31, 2097, unless its existence is sooner terminated
pursuant to Article VII of this Agreement.

         2.5. Registered Agent. The name and address of the Company's registered
agent in the State of New York shall be Doug Levine, 88 University Place, 11th
Floor, New York, New York 1003.

         2.6. Members. The name, present mailing address, and Percentage of each
Member are set forth on Exhibit A.


                                       6


                                  Article III
                       Members; Capital; Capital Accounts

     3.1. Initial Capital Contributions. On December 31, 1997 the Members shall
surrender and assign the assets, properties and business, and the Company shall
assume and agree to be bound by and pay the liabilities and obligations all as
set forth in the Assignment and Assumption Agreement by and between the Company
and the Members.

     3.2. No Additional Capital Contributions Required. No Member shall be
required to contribute any additional capital to the Company, unless required
by a vote of the Members holding two-thirds (2/3) in interest, and in no event
in an amount greater than twenty-five thousand dollars ($25,000). No Member
shall have any personal liability for any obligation of the Company.

     3.3. No Interest on Capital Contributions. Economic Interest Holders shall
not be paid interest on their Capital Contributions.

     3.4. Return of Capital Contributions. Except as otherwise provided in this
Agreement, no Economic Interest Holder shall have the right to receive any
return of any Capital Contribution.

     3.5. Form of Return of Capital. If an Economic Interest Holder is entitled
to receive a return of a Capital Contribution, the Company may distribute cash,
notes, property, or a combination thereof to the Economic Interest Holder in
return of the Capital Contribution.

     3.6. Capital Accounts. A separate Capital Account shall be maintained for
each Economic Interest Holder.

     3.7. Loans. Any Member may, at any time, make or cause a loan to be made
to the Company in any amount and on those terms as approved by a majority in
interest of the other Members.

                                   Article IV
                        Profit, Loss, and Distributions

     4.1. Distributions of Cash Flow. Cash Flow for each taxable year of the
Company shall be distributed to the Economic Interest Holders in proportion to
their Percentages no later than ninety (90) days after the end of the taxable
year.

     4.2. Allocation of Profit or Loss. After giving effect to the special
allocations set forth in Section 4.3, for any taxable year of the Company,
Profit or Loss shall be allocated to the Economic Interest Holders in
proportion to their Percentages.

     4.3. Regulatory Allocations.


                                       7


                  4.3.1.    Qualified Income Offset. No Economic Interest Holder
shall be allocated Losses or deductions if the allocation causes the Economic
Interest Holder to have an Adjusted Capital Account Deficit. If an Economic
Interest Holder receives (1) an allocation of Loss or deduction (or item
thereof) or (2) any distribution, which causes the Economic Interest Holder to
have an Adjusted Capital Account Deficit at the end of any taxable year, then
all items of income and gain of the Company (consisting of a pro rata portion of
each item of Company income, including gross income and gain) for that taxable
year shall be allocated to that Economic Interest Holder, before any other
allocation is made of Company items for that taxable year, in the amount and in
proportions required to eliminate the excess as quickly as possible. This
Section 4.3.1 is intended to comply with, and shall be interpreted consistently
with, the "qualified income offset" provisions of the Regulations promulgated
under Code Section 704(b).

                  4.3.2.    Minimum Gain Chargeback. Except as set forth in
Regulation Section 1.704-2(f)(2), (3), and (4), if, during any taxable year,
there is a net decrease in Minimum Gain, each Economic Interest Holder, prior to
any other allocation pursuant to this Article IV, shall be specially allocated
items of gross income and gain for such taxable year (and, if necessary,
subsequent taxable years) in an amount equal to that Economic Interest Holder's
share of the net decrease of Minimum Gain, computed in accordance with
Regulation Section 1.704-2(g). Allocations of gross income and gain pursuant to
this Section 4.3.2 shall be made first from gain recognized from the disposition
of Company assets subject to non-recourse liabilities (within the meaning of the
Regulations promulgated under Code Section 752), to the extent of the Minimum
Gain attributable to those assets, and thereafter, from a pro rata portion of
the Company's other items of income and gain for the taxable year. It is the
intent of the parties hereto that any allocation pursuant to this Section 4.3.2
shall constitute a "minimum gain chargeback" under Regulation Section
1.704-2(f).

                  4.3.3.    Contributed Property and Book-ups. In accordance
with Code Section 704(c) and the Regulations thereunder, as well as Regulation
Section 1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and deduction with respect
to any property contributed (or deemed contributed) to the Company shall, solely
for tax purposes, be allocated among the Economic Interest Holders so as to take
account of any variation between the adjusted basis of the property to the
Company for federal income tax purposes and its fair market value at the date of
contribution (or deemed contribution). If the adjusted book value of any Company
asset is adjusted as provided herein, subsequent allocations of income, gain,
loss, and deduction with respect to the asset shall take account of any
variation between the adjusted basis of the asset for federal income tax
purposes and its adjusted book value in the manner required under Code Section
704(c) and the Regulations thereunder.


                                       8


     4.4.  Liquidation and Dissolution.

          4.4.1.     If the Company is liquidated, the assets of the Company
shall be distributed to the Economic Interest Holders in accordance with the
balance in their respective Capital Accounts, after taking into account the
allocations of Profit or Loss pursuant to Section 4.2, if any, and
distributions, if any, of cash or property pursuant to Section 4.1.

          4.4.2.     No Economic Interest Holder shall be obligated to restore a
Negative Capital Account.

     4.5.  General.

          4.5.1.     Except as otherwise provided in this Agreement, the timing
and amount of all distributions shall be determined by the Members.

          4.5.2.     If any assets of the Company are distributed in kind to the
Economic Interest Holders, those assets shall be valued on the basis of their
fair market value, and any Economic Interest Holder entitled to any interest in
those assets shall receive that interest as a tenant-in-common with all other
Economic Interest Holders so entitled. Unless the Members otherwise agree, the
fair market value of the assets shall be determined by an independent appraiser
who shall be selected by the Members. The Profit or Loss for each unsold asset
shall be determined as if the asset had been sold at its fair market value, and
the Profit or Loss shall be allocated as provided in Section 4.2 and shall be
properly credited or charged to the Capital Accounts of the Economic Interest
Holders prior to the distribution of the assets in liquidation pursuant to
Section 4.4.

          4.5.3.    All Profit and Loss shall be allocated, and all
distributions shall be made to the Persons shown on the records of the Company
to have been Economic Interest Holders as of the last day of the taxable year
for which the allocation or distribution is to be made. Notwithstanding the
foregoing, unless the Company's taxable year is separated into segments, if
there is a Transfer or an Involuntary Withdrawal during the taxable year, the
Profit and Loss shall be allocated between the original Economic Interest
Holder and the successor on the basis of the number of days each was an
Economic Interest Holder during the taxable year; provided, however, the
Company's taxable year shall be segregated into two or more segments in order
to account for Profit, Loss or proceeds attributable to any extraordinary
non-recurring items of the Company.

          4.5.4.    The Members are hereby authorized, upon the advice of the
Company's tax counsel, to amend this Article IV to comply with the Code and the
Regulations promulgated under Code Section 704(b); provided, however, that no
amendment shall



                                       9

materially affect distributions to an Economic Interest Holder without the
Economic Interest Holder's prior written consent.

                                   Article V
                     Management: Rights, Powers, and Duties

     5.1. Management.    The Company shall be managed by the Members. Except as
otherwise provided in this Agreement, each Member shall have the right to act
for and bind the Company in the ordinary course of its business.

     5.2.  Meetings of and Voting by Members.

          5.2.1.    A meeting of the Members may be called at any time by any
Member. Meetings of Members shall be held at the Company's principal place of
business or at any other place in New York, New York designated by the Person
calling the meeting. Not less than ten (10) nor more than sixty (60) days
before each meeting, the Person calling the meeting shall give written notice
of the meeting to each Member entitled to vote at the meeting. The notice shall
state the place, date, hour, and purpose of the meeting. Notwithstanding the
foregoing provisions, each Member who is entitled to notice waives notice if
before or after the meeting the Member signs a waiver of the notice which is
filed with the records of Members' meetings, or is present at the meeting in
person or by proxy without objecting to the lack of notice. Unless this
Agreement provides otherwise, at a meeting of Members, the presence (over 50
percent) of the Percentages then held by Members constitutes a quorum. A Member
may vote either in person or by written proxy signed by the Member or by the
Member's duly authorized attorney in fact.

          5.2.2.    Except as otherwise provided in this Agreement, the
affirmative vote of Members holding a majority (over 50 percent) or more of the
Percentages then held by Members shall be required to approve any matter coming
before the Members.

          5.2.3.    In lieu of holding a meeting, the Members may vote or
otherwise take action by a written instrument indicating the consent of Members
holding such Percentages then held by Members as would be required for Members
to take action under this operating agreement. No written consent shall be
effective to take such action unless within sixty (60) days of the earliest
dated consent delivered in accordance with the Law, signed consents sufficient
to take such action have been likewise delivered. If such consent is not
unanimous, prompt notice shall be given to those Members who have not consented
in writing but who would have been entitled to vote thereon had such action been
taken at a meeting.



                                       10


         5.3.  Personal Service.   No Member shall be required to perform
services for the Company solely by virtue of being a Member. Unless approved by
the Members, no Member shall be entitled to compensation for services performed
for the Company. However, upon substantiation of the amount and purpose thereof,
the Members shall be entitled to reimbursement for expenses reasonably incurred
in connection with the activities of the Company.

         5.4.  Duties of Parties.

               5.4.1.    The Members shall devote such time to the business
and affairs of the Company as is necessary to carry out the Members' duties set
forth in this Agreement.

               5.4.2.    Except as otherwise expressly provided in Section
5.4.3, nothing in this Agreement shall be deemed to restrict in any way the
rights of any Member, or of any Affiliate of any Member, to conduct any other
business or activity whatsoever, and no Member shall be accountable to the
Company or to any other Member with respect to that business or activity even
if the business or activity competes with the Company's business. The
organization of the Company shall be without prejudice to the Members'
respective rights (or the rights of their respective Affiliates) to maintain,
expand, or diversify such other interests and activities and to receive and
enjoy profits or compensation therefrom. Each Member waives any rights the
Member might otherwise have to share or participate in such other interests or
activities of any other Member or the Member's Affiliates.

               5.4.3.    Each Member understands and acknowledges that the
conduct of the Company's business may involve business dealings and
undertakings with Members and their Affiliates. In any of those cases, those
dealings and undertakings shall be at arm's length and on commercially
reasonable terms.

         5.5.  Liability and Indemnification.

               5.5.1.    A Member shall not be liable, responsible, or
accountable, in damages or otherwise, to any other Member or to the Company
for any act performed by the Member with respect to Company matters, except for
fraud, bad faith, gross negligence, or an intentional breach of this Agreement.

               5.5.2.    The Company shall indemnify each Member for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.


                                       11

                                   Article VI
                Transfer of Interests and Withdrawal of Members

     6.1. Transfers.  No Member may Voluntarily Transfer all, or any portion of,
or any interest or rights in, the Membership Interest owned by the Member. Each
Member hereby acknowledges the reasonableness of this prohibition in view of the
purposes of the Company and the relationship of the Members. The voluntary
Transfer of any Membership Interests, including Economic Interests, in violation
of the prohibition contained in this Section 6.1 shall be deemed invalid, null
and void, and of no force or effect. Any Person to whom Membership Interests are
attempted to be transferred in violation of this Section 6.1 shall not be
entitled to vote on matters coming before the Members, participate in the
management of the Company, act as an agent of the Company, receive distributions
from the Company, or have any other rights in or with respect to the Membership
Interests.

     6.2.  Voluntary Withdrawal.  No Member shall have the right or power to
Voluntarily Withdraw from the Company, except as otherwise provided by this
Agreement. Any withdrawal in violation of this Agreement shall entitle the
Company to damages for breach, which may be offset against the amounts otherwise
distributable to such member.

     6.3.  Involuntary Withdrawal.  Immediately upon the occurrence of an
Involuntary Withdrawal, the successor of the Withdrawn Member shall thereupon
become an Economic Interest Holder, but shall not become a Member. If the
Company is continued as provided in Section 7.1.3, the successor Economic
Interest Holder shall have all the rights of an Economic Interest Holder, but
shall not be entitled by reason of the withdrawal to receive in liquidation of
the Economic Interest, the fair market value of the Member's Economic Interest
as of the date the Member Involuntarily withdrew from the Company.

                                  Article VII
                         Dissolution, Liquidation, and
                           Termination of the Company

     7.1.  Events of Dissolution.  The Company shall be dissolved upon the
happening of any of the following events:

          7.1.1.  when the period fixed for its duration in Section 2.4 has
expired;

          7.1.2.  upon the written agreement of the Members holding two-thirds
or more of the Percentages then held by Members; or

          7.1.3.  the occurrence of an Involuntary Withdrawal, unless the
remaining Members holding two-thirds or more of the


                                       12


Percentages then held by Members, within ninety (90) days after the occurrence
of the Involuntary Withdrawal, elect to continue the business of the Company
pursuant to the terms of this Agreement.

     7.2.  Procedure for Winding Up and Distribution.  If the Company is
dissolved, the remaining Members shall wind up its affairs. On winding up of
the Company, the assets of the Company shall be distributed, first, to
creditors of the Company, including Members and Economic Interest Holders who
are creditors, in satisfaction of the liabilities of the Company, and then to
the Members and Economic Interest Holders in accordance with Section 4.4 of this
Agreement.

     7.3.  Filing of Articles of Dissolution.  If the Company is dissolved, the
Members shall promptly file Articles of Dissolution with the New York Department
of State. If there are no remaining Members, the Articles shall be filed by the
last Person to be a Member; if there are no remaining Members, or a Person who
last was a Member, the Articles shall be filed by the legal or personal
representatives of the Person who last was a Member.

                                  Article VIII
                 Books, Records, Accounting, and Tax Elections

     8.1.  Bank Accounts.  All funds of the Company shall be deposited in a
bank account or accounts opened in the Company's name. The Members shall
determine the institution or institutions at which the accounts will be opened
and maintained, the types of accounts, and the Persons who will have authority
with respect to the accounts and the funds therein.

     8.2.  Books and Records.  The Members shall keep or cause to be kept
complete and accurate books and records of the Company as required under
Section 1102 of the Law as well as supporting documentation of transactions
with respect to the conduct of the Company's business. The books and records
shall be maintained in accordance with sound accounting practices and shall be
available at the Company's principal office for examination by any Member or
the Member's duly authorized representative at any and all reasonable times
during normal business hours.

     8.3.  Annual Accounting Period.  The annual accounting period of the
Company shall be its taxable year. The Company's taxable year shall be selected
by the Members, subject to the requirements and limitations of the Code.

     8.4.  Reports.  Within seventy-five (75) days after the end of each
taxable year of the Company, the Members shall cause to be sent to each Person
who was a Member at any time during the taxable year then ended a complete
accounting of the affairs of the Company for the taxable year then ended. In
addition, within seventy-five (75) days after the end of each taxable year of
the Company, the


                                       13


Members shall cause to be sent to each Person who was an Economic Interest
Holder at any time during the taxable year then ended, that tax information
concerning the Company which is necessary for preparing the Economic Interest
Holder's income tax returns for that year. At the request of any Member, and at
the Member's expense, the Members shall cause an audit of the Company's books
and records to be prepared by independent accountants for the period requested
by the Member.

     8.5.  Tax Matters Member.  The Members shall designate a Member to be the
Company's tax matters Member ("Tax Matters Member"). The Tax Matters Member
shall have all powers and responsibilities provided in Code Section 6221, et
seq. The Tax Matters Member shall keep all Members informed of all notices from
government taxing authorities which may come to the attention of the Tax
Matters Member. The Company shall pay and be responsible for all reasonable
third-party costs and expenses incurred by the Tax Matters Member in performing
those duties. A Member shall be responsible for any costs incurred by the
Member with respect to any tax audit or tax-related administrative or judicial
proceeding against any Member, even though it relates to the Company. The Tax
Matters Member shall not comprise any dispute with the Internal Revenue Service
without the approval of the Members.

                                   Article IX
                               General Provisions

     9.1.  Assurances.  Each Member shall execute all certificates and other
documents and shall do all such filing, recording, publishing, and other acts
as the Members deem appropriate to comply with the requirements of law for the
formation and operation of the Company and to comply with any laws, rules, and
regulations relating to the acquisition, operation, or holding of the property
of the Company.

     9.2.  Notifications.  Any notice, demand, consent, election, offer,
approval, request, or other communication (collectively a "notice") required or
permitted under this Agreement must be in writing and either delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested or by facsimile transmission, provided receipt of facsimile
transmission is actually acknowledged by the Member or Member's agent. A notice
must be addressed to a Member at the Member's last known address on the records
of the Company. A notice to the Company must be addressed to the Company's
principal office. A notice that is sent by mail will be deemed given three (3)
business days after it is mailed. Any party may designate, by notice to all of
the others, substitute addresses or addressees for notices; and, thereafter,
notices are to be directed to those substitute addresses or addressees. A
notice sent by facsimile is deemed given when receipt is acknowledged.


                                       14

         9.3.  Specific Performance. The parties recognize that irreparable
injury will result from a breach of any provision of this Agreement and that
money damages will be inadequate to fully remedy the injury. Accordingly, in the
event of a breach or threatened breach of one or more of the provisions of this
Agreement, any party who may be injured (in addition to any other remedies which
may be available to that party) shall be entitled to one or more preliminary or
permanent orders (i) restraining and enjoining any act which would constitute a
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

         9.4.  Complete Agreement. This Agreement constitutes that complete and
exclusive statement of the agreement among the Members with respect to the
subject matter thereof. It supersedes all prior written and oral statements,
including any prior representation, statement, condition, or warranty.

         9.5.  Applicable Law.  All questions concerning the construction,
validity, and interpretation of this Agreement and the performance of the
obligations imposed by this Agreement shall be governed by the internal law, not
the law of conflicts, of the State of New York.

         9.6.  Article and Section Titles.  The headings herein are inserted as
a matter of convenience only and do not define, limit, or describe the scope of
this Agreement or the intent of the provisions hereof.

         9.7.  Binding Provisions.  This Agreement is binding upon, and inures
to the benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and permitted
assigns.

         9.8.  Exclusive Jurisdiction and Venue.  Any suite involving any
dispute or matter arising under this Agreement or relating to the organization
or operation of the Company may only be brought in a United States District
Court located in the State of New York or any New York State Court having
jurisdiction over the subject matter of the dispute or matter. All Members
hereby consent to the exercise of personal jurisdiction by any such court with
respect to any such proceeding and waive any objection.

         9.9.  Terms.  Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of the Person
may in the context require.

         9.10. Separability of Provisions.  Each provision of this Agreement
shall be considered separable; and if, for any reason, any provision or
provisions herein are determined to be invalid and contrary to any existing or
future law, such invalidity shall not


                                       15



impair the operation of or affect those portions of this Agreement which are
valid.

         9.11.     Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original and all
of which, when taken together, constitute one and the same document. The
signature of any party to any counterpart shall be deemed a signature to, and
may be appended to, any other counterpart.

         IN WITNESS WHEREOF, the parties have executed, or caused this Agreement
to be executed as of the date set forth above.

MEMBERS:

CRUNCH L.A. MERGER CORP.


/s/  Doug Levine
- ----------------------------
Doug Levine,
President


/s/  Greg Manocherian
- ----------------------------
Greg Manocherian,
Secretary



                                       16



                                Crunch L.A. LLC
                              Operating Agreement


                                   Exhibit A
                        List of Members and Percentages


Name and Address                                  Percentage

Crunch L.A. Merger Corp.                             100%
88 University Place, 11th Floor
New York, New York 10003
Attn:  Doug Levine




                                       17

EX-3.43

                                                                    EXHIBIT 3.43

                            ARTICLES OF ORGANIZATION

                                       OF

                                CRUNCH WORLD LLC

(Under Section 203 of the New York Limited Liability Company Law)

FIRST:    The name of this limited liability company is: Crunch World LLC.

SECOND:   The county within this state in which the office of the limited
          liability company is to locate is: New York.

THIRD:    The latest date on which the limited liability company is to dissolve
          is December 31, 2097.

FOURTH:   The secretary of state is designated as agent of the limited
          liability company upon whom process against it may be served. The
          post office address within this state to which the secretary of state
          shall mail a copy of any process against the limited liability
          company served upon him or her is: 88 University Place, 11th Floor,
          New York, New York 10003.

FIFTH:    The effective date of these Articles of Organization is the date of
          filing.

SIXTH:    This limited liability company is to be managed by its members.

     IN WITNESS WHEREOF, this certificate has been subscribed this 14 day of
November, 1997, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.


                                             /s/  Doug Levine
                                             --------------------------------
                                             Doug Levine, Organizer
                                             88 University Place, 11th Floor
                                             New York, New York 10003


                                       1



                            ARTICLES OF ORGANIZATION

                                       OF

                                CRUNCH WORLD LLC














        UNDER SECTION 203 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW





                                    COUNSEL:

                              PENNIE & EDMONDS LLP

                              3300 HILLVIEW AVENUE

                            PALO ALTO, CA 94304-1203



                                       2

EX-3.44

                                                                    EXHIBIT 3.44
















                                CRUNCH WORLD LLC

                              OPERATING AGREEMENT

                                CRUNCH WORLD LLC
                              OPERATING AGREEMENT

     This Operating Agreement (this "Agreement") is entered into effective
December 31, 1997 by and among the signatories hereto.

                                   BACKGROUND

     The parties have agreed to organize and operate a limited liability
company in accordance with the terms and subject to the conditions set forth in
this agreement.

                                   AGREEMENT

The parties, intending legally to be bound, agree as follows:

                                   Article I
                                 Defined Terms

     The following capitalized terms shall have the meaning specified in this
Article I. Other terms are defined in the text of this Agreement; and,
throughout this Agreement, those terms shall have the meanings respectively
ascribed to them.

     "Adjusted Capital Account Deficit" means, with respect to any Economic
Interest Holder, the deficit balance, if any, in the Economic Interest Holder's
Capital Account as of the end of the relevant taxable year, after giving effect
to the following adjustments:

          (i)  the deficit shall be decreased by the amounts, if any, which the
Economic Interest Holder is obligated to restore pursuant to Section 4.4.2 or is
deemed obligated to restore pursuant to Regulation Section 1.704-1(b)(2)(ii)(c);
and

          (ii) the deficit shall be increased by the items described in
Regulation Sections 1.704-1(b)(2)(ii)-(d)(4), (5), and (6).

     "Adjusted Capital Balance" means, as of any day, an Economic Interest
Holder's total Capital Contributions less all amounts actually distributed to
the Economic Interest Holder pursuant to Sections 4.1 and 4.4 hereof. If any
Economic Interest is transferred in accordance with the terms of this Agreement,
the transferee shall succeed to the Adjusted Capital Balance of the transferor
to the extent the Adjusted Capital Balance relates to the Economic Interest
transferred.

     "Affiliate" means, with respect to any Member, any Person: (i) which owns
more than five percent (5%) of the voting interests in the Member; or (ii) in
which the Member owns more than five percent (5%) of the voting interests; or
(iii) in which more than


                                       1

five percent (5%) of the voting interests are owned by a Person who has a
relationship with the Member described in clause (i) or (ii) above or who
otherwise controls, is controlled by, or under common control with, another
person.

     "Agreement" means this Operating Agreement, as amended from time to time.

     "Capital Account" means the account to be maintained by the Company for
each Economic Interest Holder in accordance with the following provisions:

          (i)  an Economic Interest Holder's Capital Account shall be credited
with the Economic Interest Holder's Capital Contributions, the amount of any
Company liabilities assumed by the Economic Interest Holder (or which are
secured by Company property distributed to the Economic Interest Holder), the
Economic Interest Holder's distributive share of Profit and any item in the
nature of income or gain specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3); and

          (ii) an Economic Interest Holder's Capital Account shall be debited
with the amount of money and the fair market value of any Company property
distributed to the Economic Interest Holder, the amount of any liabilities of
the Economic Interest Holder assumed by the Company (or which are secured by
property contributed by the Economic Interest Holder to the Company), the
Economic Interest Holder's distributive share of Loss and any item in the nature
of expenses or losses specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3).

     If any Economic Interest is transferred pursuant to the terms of this
Agreement, the transferee shall succeed to the Capital Account of the
transferor to the extent the Capital Account is attributable to the transferred
Economic Interest. If the book value of Company property is adjusted pursuant
to Section 4.3.3, the Capital Account of each Economic Interest Holder shall be
adjusted to reflect the aggregate adjustment in the same manner as if the
Company had recognized gain or loss equal to the amount of such aggregate
adjustment. It is intended that the Capital Accounts of all Economic Interest
Holders shall be maintained in compliance with the provisions of Regulation
Section 1.704-1(b), and all provisions of this Agreement relating to the
maintenance of Capital Accounts shall be interpreted and applied in a manner
consistent with that Regulation.

     "Capital Contribution" means the total amount of cash and the fair market
value of any other assets contributed (or deemed contributed under Regulation
Section 1.704-1(b)(2)(iv)(d)) to the


                                       2


Company by a Member, net of liabilities assumed or to which the assets are
subject.

     "Cash Flow" means all cash funds derived from operations of the Company
(including interest received on reserves), without reduction for any noncash
charges, but less cash funds used to pay current operating expenses and to pay
or establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Members. Cash Flow shall be
increased by the reduction of any reserve previously established.

     "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.

     "Company" means the limited liability company formed in accordance with
this Agreement.

     "Economic Interest" means a Person's share of the Profits and Losses of,
and the right to receive distributions from, the Company.

     "Economic Interest Holder" means any Person who holds an Economic
Interest, whether as a Member or an unadmitted assignee of a Member.

     "Involuntary Withdrawal" means, with respect to any Member, the occurrence
of any of the following events:

         (i)  the Member makes an assignment for the benefit of creditors;

         (ii)  the Member files a voluntary petition of bankruptcy;

         (iii)  the Member is adjudged bankrupt or insolvent or there is entered
against the Member an order for relief in any bankruptcy or insolvency
proceeding;

         (iv)  the Member files a petition seeking for the Member any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

         (v)  the Member seeks, consents to, or acquiesces in the appointment of
a trustee for, receiver for, or liquidation of the Member or of all or any
subsequent part of the Member's properties;

         (vi)  the Member files an answer or other pleading admitting or failing
to contest the material allegations of a petition filed against the Member in
any proceeding described in Subsections (i) through (v);


                                       3



         (vii)  any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law, or regulation, continues for one hundred twenty
(120) days after the commencement thereof, or the appointment of a trustee,
receiver, or liquidator for the Member or all or any substantial part of the
Member's properties without the Member's agreement or acquiescence, which
appointment is not vacated or stayed for one hundred twenty (120) days or, if
the appointment is stayed, for one hundred twenty (120) days after the
expiration of the stay during which period the appointment is not vacated;

         (viii)  if the Member is an individual, the Member's death, incapacity,
or adjudication by a court of competent jurisdiction as incompetent to manage
the Member's person or property;

         (ix)  if the Member is acting as a Member by virtue of being a trustee
of a trust, the termination of the trust;

         (x)  if the Member is a partnership or limited liability company, the
dissolution and commencement of winding up of the partnership or limited
liability company;

         (xi)  if the Member is a corporation, the dissolution of the
corporation or the revocation of its charter;

         (xii)  if the Member is an estate, the distribution by the fiduciary of
the estate's entire interest in the Company;

     "Law" means the New York Limited Liability Company Law, as amended from
time to time.

     "Member" means each Person who has signed this Agreement and any Person
who subsequently is admitted as a member of the Company.

     "Membership Interest" means all of the rights of a Member in the Company,
including a Member's: (i) Economic Interest; (ii) right to inspect the
Company's books and records; (iii) right to participate in the management of
and vote on matters coming before the Company; and (iv) unless this Agreement
or the Articles of Organization provide to the contrary, right to act as an
agent of the Company.

     "Minimum Gain" has the meaning set forth in Regulation Section 1.704-2(d).
Minimum Gain shall be computed separately for each Economic Interest Holder in
a manner consistent with the Regulations under Code Section 704(b).

     "Negative Capital Account" means a Capital Account with a balance of less
than zero.


                                       4





         "Percentage" means, as to a Member, the percentage set forth after the
Member's name on Exhibit A, as amended from time to time, and as to an Economic
Interest Holder who is not a Member, the Percentage of the Member whose Economic
Interest has been acquired by such Economic Interest Holder, to the extent the
Economic Interest Holder has succeeded to that Member's Economic Interest.

         "Person" means and includes an individual, corporation, partnership,
association, limited liability company, trust, estate, or other entity.

         "Positive Capital Account" means a Capital Account with a balance
greater than zero.

         "Profit" and "Loss" means, for each taxable year of the Company (or
other period for which Profit or Loss must be computed), the Company's taxable
income or loss determined in accordance with Code Section 703(a), with the
following adjustments:

                (i)    all items of income, gain, loss, deduction, or credit
required to be stated separately pursuant to Code Section 703(a)(1) shall be
included in computing taxable income or loss; and

                (ii)   any tax-exempt income of the Company, not otherwise
taken into account in computing Profit or Loss, shall be included in computing
taxable income or loss; and

                (iii)  any expenditures of the Company described in Code
Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section
1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit
or Loss, shall be subtracted from taxable income or loss; and

                (iv)   gain or loss resulting from any taxable disposition of
Company property shall be computed by reference to the adjusted book value of
the property disposed of, notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax
purposes; and

                (v)    in lieu of the depreciation, amortization, or cost
recovery deductions allowable in computing taxable income or loss, there shall
be taken into account the depreciation computed based upon the adjusted book
value of the asset; and

                (vi)   notwithstanding any other provision of this definition,
any items which are specially allocated pursuant to Section 4.3 hereof shall
not be taken into account in computing Profit or Loss.


                                       5

     "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

     "Transfer" means-when used as a noun-any sale, hypothecation, pledge,
assignment, attachment, or other transfer, and-when used as a verb-means to
sell, hypothecate, pledge, assign, or otherwise transfer.

     "Voluntary Withdrawal" means a Member's disassociation with the Company by
means other than a Transfer or an Involuntary Withdrawal.

                                   Article II
                   Formation and Name: Office; Purpose; Term

     2.1.  Organization.  The parties have organized a limited liability company
pursuant to the Law and the provisions of this Agreement and, for that purpose,
have caused Articles of Organization to be prepared, executed, and filed with
the New York Department of State.

     2.2.  Name of the Company.  The name of the Company shall be Crunch World
LLC. The Company may do business under that name and under any other name or
names upon which the Members agree. If the Company does business under a name
other than that set forth in its Articles of Organization, then the Company
shall file a certificate as required by General Business Law section 130.

     2.3.  Purpose.  The Company is organized to engage in any business
permitted under the Law, except to do in New York any business for which any
statute of New York other than the Limited Liability Company Law specifically
requires some other business entity or natural person to be formed or used for
such business.

     2.4.  Term.  The term of the Company shall begin upon the filing of
Articles of Organization with the New York Department of State and shall
continue until December 31, 2097, unless its existence is sooner terminated
pursuant to Article VII of this Agreement.

     2.5.  Registered Agent.  The name and address of the Company's registered
agent in the State of New York shall be Doug Levine, 88 University Place, 11th
Floor, New York, New York 1003.

     2.6.  Members.  The name, present mailing address, and Percentage of each
Member are set forth on Exhibit A.

                                       6


                                  Article III
                       Members; Capital; Capital Accounts

     3.1.  Initial Capital Contributions.  On December 31, 1997 the Members
shall surrender and assign the assets, properties and business, and the Company
shall assume and agree to be bound by and pay the liabilities and obligations
all as set forth in the Assignment and Assumption Agreement by and between the
Company and the Members.

     3.2.  No Additional Capital Contributions Required.  No Member shall be
required to contribute any additional capital to the Company, unless required
by a vote of the Members holding two-thirds (2/3) in interest, and in no event
in an amount greater than twenty-five thousand dollars ($25,000). No Member
shall have any personal liability for any obligation of the Company.

     3.3.  No Interest on Capital Contributions.  Economic Interest Holders
shall not be paid interest on their Capital Contributions.

     3.4.  Return of Capital Contributions.  Except as otherwise provided in
this Agreement, no Economic Interest Holder shall have the right to receive any
return of any Capital Contribution.

     3.5.  Form of Return of Capital.  If an Economic Interest Holder is
entitled to receive a return of a Capital Contribution, the Company may
distribute cash, notes, property, or a combination thereof to the Economic
Interest Holder in return of the Capital Contribution.

     3.6.  Capital Accounts.  A separate Capital Account shall be maintained
for each Economic Interest Holder.

     3.7.  Loans.  Any Member may, at any time, make or cause a loan to be made
to the Company in any amount and on those terms as approved by a majority in
interest of the other Members.

                                   Article IV
                        Profit, Loss, and Distributions

     4.1.  Distributions of Cash Flow.  Cash Flow for each taxable year of the
Company shall be distributed to the Economic Interest Holders in proportion to
their Percentages no later than ninety (90) days after the end of the taxable
year.

     4.2.  Allocation of Profit or Loss.  After giving effect to the special
allocations set forth in Section 4.3, for any taxable year of the Company,
Profit or Loss shall be allocated to the Economic Interest Holders in proportion
to their Percentages.

     4.3.  Regulatory Allocations.


                                       7



         4.3.1.  Qualified Income Offset.  No Economic Interest Holder shall be
allocated Losses or deductions if the allocation causes the Economic Interest
Holder to have an Adjusted Capital Account Deficit. If an Economic Interest
Holder receives (1) an allocation of Loss or deduction (or item thereof) or (2)
any distribution, which causes the Economic Interest Holder to have an Adjusted
Capital Account Deficit at the end of any taxable year, then all items of income
and gain of the Company (consisting of a pro rata portion of each item of
Company income, including gross income and gain) for that taxable year shall be
allocated to that Economic Interest Holder, before any other allocation is made
of Company items for that taxable year, in the amount and in proportions
required to eliminate the excess as quickly as possible. This Section 4.3.1 is
intended to comply with, and shall be interpreted consistently with, the
"qualified income offset" provisions of the Regulations promulgated under Code
Section 704(b).

         4.3.2.  Minimum Gain Chargeback.  Except as set forth in Regulation
Section 1.704-2(f)(2), (3), and (4), if, during any taxable year, there is a net
decrease in Minimum Gain, each Economic Interest Holder, prior to any other
allocation pursuant to this Article IV, shall be specially allocated items of
gross income and gain for such taxable year (and, if necessary, subsequent
taxable years) in an amount equal to that Economic Interest Holder's share of
the net decrease of Minimum Gain, computed in accordance with Regulation Section
1.704-2(g). Allocations of gross income and gain pursuant to this Section 4.3.2
shall be made first from gain recognized from the disposition of Company assets
subject to non-recourse liabilities (within the meaning of the Regulations
promulgated under Code Section 752), to the extent of the Minimum Gain
attributable to those assets, and thereafter, from a pro rata portion of the
Company's other items of income and gain for the taxable year. It is the intent
of the parties hereto that any allocation pursuant to this Section 4.3.2 shall
constitute a "minimum gain chargeback" under Regulation Section 1.704-2(f).

         4.3.3.  Contributed Property and Book-ups.  In accordance with Code
Section 704(c) and the Regulations thereunder, as well as Regulation Section
1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and deduction with respect to any
property contributed (or deemed contributed) to the Company shall, solely for
tax purposes, be allocated among the Economic Interest Holders so as to take
account of any variation between the adjusted basis of the property to the
Company for federal income tax purposes and its fair market value at the date of
contribution (or deemed contribution). If the adjusted book value of any Company
asset is adjusted as provided herein, subsequent allocations of income, gain,
loss, and deduction with respect to the asset shall take account of any
variation between the adjusted basis of the asset for federal income tax
purposes and its adjusted book value in the manner required under Code Section
704(c) and the Regulations thereunder.


                                       8


     4.4.  Liquidation and Dissolution.

          4.4.1.  If the Company is liquidated, the assets of the Company shall
be distributed to the Economic Interest Holders in accordance with the balances
in their respective Capital Accounts, after taking into account the allocations
of Profit or Loss pursuant to Section 4.2, if any, and distributions, if any,
of cash or property pursuant to Section 4.1.

          4.4.2.  No Economic Interest Holder shall be obligated to restore a
Negative Capital Account.

     4.5.  General.

          4.5.1.  Except as otherwise provided in this Agreement, the timing
and amount of all distributions shall be determined by the Members.

          4.5.2.  If any assets of the Company are distributed in kind to the
Economic Interest Holders, those assets shall be valued on the basis of their
fair market value, and any Economic Interest Holder entitled to any interest in
those shall receive that interest as a tenant-in-common with all other Economic
Interest Holders so entitled. Unless the Members otherwise agree, the fair
market value of the assets shall be determined by an independent appraiser who
shall be selected by the Members. The Profit or Loss for each unsold asset
shall be determined as if the asset had been sold at its fair market value, and
the Profit or Loss shall be allocated as provided in Section 4.2 and shall be
properly credited or charged to the Capital Accounts of the Economic Interest
Holders prior to the distribution of the assets in liquidation pursuant to
Section 4.4.

          4.5.3.  All Profit and Loss shall be allocated, and all distributions
shall be made to the Persons shown on the records of the Company to have been
Economic Interest Holders as of the last day of the taxable year for which the
allocation or distribution is to be made. Notwithstanding the foregoing, unless
the Company's taxable year is separated into segments, if there is a Transfer
or an Involuntary Withdrawal during the taxable year, the Profit and Loss shall
be allocated between the original Economic Interest Holder and the successor on
the basis of the number of days each was an Economic Interest Holder during the
taxable year; provided, however, the Company's taxable year shall be segregated
into two or more segments in order to account for Profit, Loss or proceeds
attributable to any extraordinary non-recurring items of the Company.

          4.5.4.  The Members are hereby authorized, upon the advice of the
Company's tax counsel, to amend this Article IV to comply with the Code and the
Regulations promulgated under Code Section 704(b); provided, however, that no
amendment shall


                                       9

materially affect distributions to an Economic Interest Holder without the
Economic Interest Holder's prior written consent.

                                   Article V
                     Management: Rights, Powers, and Duties

     5.1.  Management.  The Company shall be managed by the Members. Except as
otherwise provided in this Agreement, each Member shall have the right to act
for and bind the Company in the ordinary course of its business.

     5.2.  Meetings of and Voting by Members.

           5.2.1.  A meeting of the Members may be called at any time by any
Member. Meetings of Members shall be held at the Company's principal place of
business or at any other place in New York, New York designated by the Person
calling the meeting. Not less than ten (10) nor more than sixty (60) days before
each meeting, the Person calling the meeting shall give written notice of the
meeting to each Member entitled to vote at the meeting. The notice shall state
the place, date, hour, and purpose of the meeting. Notwithstanding the foregoing
provisions, each Member who is entitled to notice waives notice if before or
after the meeting the Member signs a waiver of the notice which is filed with
the records of Members' meetings, or is present at the meeting in person or by
proxy without objecting to the lack of notice. Unless this Agreement provides
otherwise, at a meeting of Members, the presence in person or by proxy of
Members holding not less than a majority (over 50 percent) of the Percentages
then held by Members constitutes a quorum. A Member may vote either in person or
by written proxy signed by the Member or by the Member's duly authorized
attorney in fact.

           5.2.2.  Except as otherwise provided in this Agreement, the
affirmative vote of Members holding a majority (over 50 percent) or more of the
Percentages then held by Members shall be required to approve any matter coming
before the Members.

           5.2.3.  In lieu of holding a meeting, the Members may vote or
otherwise take action by a written instrument indicating the consent of Members
holding such Percentages then held by Members as would be required for Members
to take action under this operating agreement. No written consent shall be
effective to take such action unless within sixty (60) days of the earliest
dated consent delivered in accordance with the Law, signed consents sufficient
to take such action have been likewise delivered. If such consent is not
unanimous, prompt notice shall be given to those Members who have not consented
in writing but who would have been entitled to vote thereon had such action been
taken at a meeting.

                                       10


     5.3. Personal Service. No Member shall be required to perform services for
the Company solely by virtue of being a Member. Unless approved by the Members,
no Member shall be entitled to compensation for services performed for the
Company. However, upon substantiation of the amount and purpose thereof, the
Members shall be entitled to reimbursement for expenses reasonably incurred in
connection with the activities of the Company.

     5.4. Duties of Parties.

         5.4.1.    The Members shall devote such time to the business and
affairs of the Company as is necessary to carry out the Members' duties set
forth in this Agreement.

         5.4.2.    Except as otherwise expressly provided in Section 5.4.3,
nothing in this Agreement shall be deemed to restrict in any way the rights of
any Member, or of any Affiliate of any Member, to conduct any other business or
activity whatsoever, and no Member shall be accountable to the Company or to any
other Member with respect to that business or activity even if the business or
activity competes with the Company's business. The organization of the Company
shall be without prejudice to the Members' respective rights (or the rights of
their respective Affiliates) to maintain, expand, or diversify such other
interests and activities and to receive and enjoy profits or compensation
therefrom. Each Member waives any rights the Member might otherwise have to
share or participate in such other interests or activities of any other Member
or the Member's Affiliates.

         5.4.3.    Each Member understands and acknowledges that the conduct of
the Company's business may involve business dealings and undertakings with
Members and their Affiliates. In any of those cases, those dealings and
undertakings shall be at arm's length and on commercially reasonable terms.

     5.5. Liability and Indemnification.

         5.5.1.    A Member shall not be liable, responsible, or accountable, in
damages or otherwise, to any other Member or to the Company for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.

         5.5.2.    The Company shall indemnify each Member for any act performed
by the Member with respect to Company matters, except for fraud, bad faith,
gross negligence, or an intentional breach of this Agreement.



                                       11


                                   Article VI
                Transfer of Interests and Withdrawal of Members

     6.1.  Transfers.  No Member may Voluntarily Transfer all, or any portion
of, or any interest or rights in, the Membership Interest owned by the Member.
Each Member hereby acknowledges the reasonableness of this prohibition in view
of the purposes of the Company and the relationship of the Members. The
voluntary Transfer of any Membership Interests, including Economic Interests, in
violation of the prohibition contained in this Section 6.1 shall be deemed
invalid, null and void, and of no force or effect. Any Person to whom Membership
Interests are attempted to be transferred in violation of this Section 6.1 shall
not be entitled to vote on matters coming before the Members, participate in the
management of the Company, act as an agent of the Company, receive distributions
from the Company, or have any other rights in or with respect to the Membership
Interests.

     6.2.  Voluntary Withdrawal.  No member shall have the right or power to
Voluntarily Withdraw from the Company, except as otherwise provided by this
Agreement. Any withdrawal in violation of this Agreement shall entitle the
Company to damages for breach, which may be offset against the amounts otherwise
distributable to such member.

     6.3.  Involuntary Withdrawal.  Immediately upon the occurrence of an
Involuntary Withdrawal, the successor of the Withdrawn Member shall thereupon
become an Economic Interest Holder, but shall not become a Member. If the
Company is continued as provided in Section 7.1.3, the successor Economic
Interest Holder shall have all the rights of an Economic Interest Holder, but
shall not be entitled by reason of the withdrawal to receive in liquidation of
the Economic Interest, the fair market value of the Member's Economic Interest
as of the date the Member Involuntarily withdrew from the Company.


                                  Article VII
                         Dissolution, Liquidation, and
                           Termination of the Company

     7.1.  Events of Dissolution.  The Company shall be dissolved upon the
happening of any of the following events:

         7.1.1.  when the period fixed for its duration in Section 2.4 has
expired;

         7.1.2.  upon the written agreement of the Members holding two- thirds
or more of the Percentages then held by Members; or

         7.1.3.  the occurrence of an Involuntary Withdrawal, unless the
remaining Members holding two-thirds or more of the


                                       12




Percentages then held by Members, within ninety (90) days after the occurrence
of the Involuntary Withdrawal, elect to continue the business of the Company
pursuant to the terms of this Agreement.

     7.2. Procedure for Winding Up and Distribution.   If the Company is
dissolved, the remaining Members shall wind up its affairs. On winding up of the
Company, the assets of the Company shall be distributed, first, to creditors of
the Company, including Members and Economic Interest Holders who are creditors,
in satisfaction of the liabilities of the Company, and then to the Members and
Economic Interest Holders in accordance with Section 4.4 of this Agreement.

     7.3. Filing of Articles of Dissolution.  If the Company is dissolved, the
Members shall promptly file Articles of Dissolution with the New York Department
of State. If there are no remaining Members, the Articles shall be filed by the
last Person to be a Member; if there are no remaining Members, or a Person who
last was a Member, the Articles shall be filed by the legal or personal
representatives of the Person who last was a Member.


                                  Article VIII
                 Books, Records, Accounting, and Tax Elections

     8.1. Bank Accounts.  All funds of the Company shall be deposited in a bank
account or accounts opened in the Company's name. The Members shall determine
the institution or institutions at which the accounts will be opened and
maintained, the types of accounts, and the Persons who will have authority with
respect to the accounts and the funds therein.

     8.2. Books and Records.  The Members shall keep or cause to be kept
complete and accurate books and records of the Company as required under Section
1102 of the Law as well as supporting documentation of transactions with respect
to the conduct of the Company's business. The books and records shall be
maintained in accordance with sound accounting practices and shall be available
at the Company's principal office for examination by any Member or the Member's
duly authorized representative at any and all reasonable times during normal
business hours.

     8.3. Annual Accounting Period.  The annual accounting period of the Company
shall be its taxable year. The Company's taxable year shall be selected by the
Members, subject to the requirements and limitations of the Code.

     8.4. Reports.  Within seventy-five (75) days after the end of each taxable
year of the Company, the Members shall cause to be sent to each Person who was a
Member at any time during the taxable year then ended a complete accounting of
the affairs of the Company for the taxable year then ended. In addition, within
seventy five (75) days after the end of each taxable year of the Company, the


                                       13


Members shall cause to be sent to each Person who was an Economic Interest
Holder at any time during the taxable year then ended, that tax information
concerning the Company which is necessary for preparing the Economic Interest
Holder's income tax returns for that year. At the request of any Member, and at
the Member's expense, the Members shall cause an audit of the Company's books
and records to be prepared by independent accountants for the period requested
by the Member.

     8.5. Tax Matters Member. The Members shall designate a Member to be the
Company's tax matters Member ("Tax Matters Member"). The Tax Matters Member
shall have all powers and responsibilities provided in Code Section 6221, et
seq. The Tax Matters Member shall keep all Members informed of all notices from
government taxing authorities which may come to the attention of the Tax
Matters Member. The Company shall pay and be responsible for all reasonable
third-party costs and expenses incurred by the Tax Matters Member in performing
those duties. A Member shall be responsible for any costs incurred by the
Member with respect to any tax audit or tax-related administrative or judicial
proceeding against any Member, even though it relates to the Company. The Tax
Matters Member shall not compromise any dispute with the Internal Revenue
Service without the approval of the Members.

                                   Article IX
                               General Provisions

     9.1. Assurances. Each Member shall execute all certificates and other
documents and shall do all such filing, recording, publishing, and other acts
as the Members deem appropriate to comply with the requirements of law for the
formation and operation of the Company and to comply with any laws, rules, and
regulations relating to the acquisition, operation, or holding of the property
of the Company.

     9.2. Notifications. Any notice, demand, consent, election, offer,
approval, request, or other communication (collectively a "notice") required or
permitted under this Agreement must be in writing and either delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested or by facsimile transmission, provided receipt of facsimile
transmission is actually acknowledged by the Member or Member's agent. A notice
must be addressed to a Member at the Member's last known address on the records
of the Company. A notice to the Company must be addressed to the Company's
principal office. A notice that is sent by mail will be deemed given three (3)
business days after it is mailed. Any party may designate, by notice to all of
the others, substitute addresses or addresses for notices; and, thereafter,
notices are to be directed to those substitute addresses or addressees. A
notice sent by facsimile is deemed given when receipt is acknowledged.

                                       14






      9.3.  Specific Performance. The parties recognize that irreparable injury
will result from a breach of any provision of this Agreement and that money
damages will be inadequate to fully remedy the injury. Accordingly, in the event
of a breach or threatened breach of one or more of the provisions of this
Agreement, any party who may be injured (in addition to any other remedies which
may be available to that party) shall be entitled to one or more preliminary or
permanent orders (1) restraining and enjoining any act which would constitute a
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

     9.4. Complete Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement among the Members with respect to the
subject matter thereof. It supersedes all prior written and oral statements,
including any prior representation, statement, condition, or warranty.

     9.5.  Applicable Law. All questions concerning the construction, validity,
and interpretation of this Agreement and the performance of the obligations
imposed by this Agreement shall be governed by the internal law, not the law of
conflicts, of the State of New York.

     9.6.  Article and Section Titles. The headings herein are inserted as a
matter of convenience only and do not define, limit, or describe the scope of
this Agreement or the intent of the provisions hereof.

     9.7.  Binding Provisions. This Agreement is binding upon, and inures to the
benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and permitted
assigns.

     9.8.  Exclusive Jurisdiction and Venue. Any suit involving any dispute or
matter arising under this Agreement or relating to the organization or
operation of the Company may only be brought in a United States District Court
located in the State of New York or any New York State Court having
jurisdiction over the subject matter of the dispute or matter. All Members
hereby consent to the exercise of personal jurisdiction by any such court with
respect to any such proceeding and waive any objection.

     9.9.  Terms. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of the
Person may in the context require.

     9.10. Separability of Provisions. Each provision of this Agreement shall
be considered separable; and if, for any reason, any provision or provisions
herein are determined to be invalid and contrary to any existing or future law,
such invalidity shall not



                                       15


impair the operation of or affect those portions of this Agreement which are
valid.

     9.11.  Counterparts.  This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of
which, when taken together, constitute one and the same document. The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

     IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to
be executed as of the date set forth above.

MEMBERS:

CRUNCH WORLD MERGER CORP.

/s/ Doug Levine
- ------------------------
Doug Levine,
President


/s/ Greg Manocherian
- ------------------------
Greg Manocherian,
Secretary



                                       16



                                CRUNCH WORLD LLC
                              Operating Agreement


                                   Exhibit A
                        List of Members and Percentages



Name and Address                                       Percentage

Crunch World Merger Corp.                                 100%
88 University Place, 11th Floor
New York, New York 10003
Attn: Doug Levine








                                       17

EX-3.45

                                                                    EXHIBIT 3.45


                            ARTICLES OF ORGANIZATION

                                       OF                          F971120000099

                                   FLAMBE LLC

       (Under Section 203 of the New York Limited Liability Company Law)


FIRST:      The name of this limited liability company is: Flambe LLC.

SECOND:     The county within this state in which the office of the limited
            liability company is to locate is: New York.

THIRD:      The latest date on which the limited liability company is to
            dissolve is December 31, 2097.

FOURTH:     The secretary of state is designated as agent of the limited
            liability company upon whom process against it may be served.
            The post office address within this state to which the secretary
            of state shall mail a copy of any process against the limited
            liability company served upon him or her is: 88 University Place,
            11th Floor, New York, New York 10003.

FIFTH:      The effective date of these Articles of Organization is the date of
            filing.

SIXTH:      This limited liability company is to be managed by its members.

     IN WITNESS WHEREOF, this certificate has been subscribed this 14th day of
November, 1997, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.


                                             /s/ Doug Levine
                                             -------------------------------
                                             Doug Levine, Organizer
                                             88 University Place, 11th Floor
                                             New York, New York  10003


                            ARTICLES OF ORGANIZATION

                                       OF

                                   FLAMBE LLC




        UNDER SECTION 203 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW




                                    COUNSEL:

                              PENNIE & EDMONDS LLP

                              3300 HILLVIEW AVENUE

                            PALO ALTO, CA 94304-1203



                                       2

EX-3.46

                                                                    EXHIBIT 3.46











                                   FLAMBE LLC

                              OPERATING AGREEMENT


                                   FLAMBE LLC
                              OPERATING AGREEMENT

     This Operating Agreement (this "Agreement") is entered into effective
December 31, 1997 by and among the signatories hereto.

                                   BACKGROUND

     The parties have agreed to organize and operate a limited liability
company in accordance with the terms and subject to the conditions set forth in
this Agreement.

                                   AGREEMENT

     The parties, intending legally to be bound, agree as follows:

                                   Article I
                                 Defined Terms

     The following capitalized terms shall have the meaning specified in this
Article I. Other terms are defined in the text of this Agreement; and,
throughout this Agreement, those terms shall have the meanings respectively
ascribed to them.

     "Adjusted Capital Account Deficit" means, with respect to any Economic
Interest Holder, the deficit balance, if any, in the Economic Interest Holder's
Capital Account as of the end of the relevant taxable year, after giving effect
to the following adjustments:

         (i) the deficit shall be decreased by the amounts, if any, which the
Economic Interest Holder is obligated to restore pursuant to Section 4.4.2 or is
deemed obligated to restore pursuant to Regulation Section 1.704-1(b)(2)(ii)(c);
and

         (ii) the deficit shall be increased by the items described in
Regulation Sections 1.704-1(b)(2)(ii)-(d)(4), (5), and (6).

     "Adjusted Capital Balance" means, as of any day, an Economic Interest
Holder's total Capital Contributions less all amounts actually distributed to
the Economic Interest Holder pursuant to Sections 4.1 and 4.4 hereof. If any
Economic Interest is transferred in accordance with the terms of this Agreement,
the transferee shall succeed to the Adjusted Capital Balance of the transferor
to the extent the Adjusted Capital Balance relates to the Economic Interest
transferred.

     "Affiliate" means, with respect to any Member, any Person: (i) which owns
more than five percent (5%) of the voting interests in the Member; or (ii) in
which the Member owns more than five percent (5%) of the voting interests; or
(iii) in which more than


                                       1







five percent (5%) of the voting interests are owned by a Person who has a
relationship with the Member described in clause (i) or (ii) above or who
otherwise controls, is controlled by, or under common control with, another
person.

     "Agreement" means this Operating Agreement, as amended from time to time.

     "Capital Account" means the account to be maintained by the Company for
each Economic Interest Holder in accordance with the following provisions:

          (i) an Economic Interest Holder's Capital Account shall be credited
with the Economic Interest Holder's Capital Contributions, the amount of any
Company liabilities assumed by the Economic Interest Holder (or which are
secured by Company property distributed to the Economic Interest Holder), the
Economic Interest Holder's distributive share of Profit and any item in the
nature of income or gain specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3); and

          (ii) an Economic Interest Holder's Capital Account shall be debited
with the amount of money and the fair market value of any Company property
distributed to the Economic Interest Holder, the amount of any liabilities of
the Economic Interest Holder assumed by the Company (or which are secured by
property contributed by the Economic Interest Holder to the Company), the
Economic Interest Holder's distributive share of Loss and any item in the nature
of expenses or losses specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3).

     If any Economic Interest is transferred pursuant to the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor
to the extent the Capital Account is attributable to the transferred Economic
Interest. If the book value of Company property is adjusted pursuant to Section
4.3.3, the Capital Account of each Economic Interest Holder shall be adjusted to
reflect the aggregate adjustment in the same manner as if the Company had
recognized gain or loss equal to the amount of such aggregate adjustment. It is
intended that the Capital Accounts of all Economic Interest Holders shall be
maintained in compliance with the provisions of Regulation Section 1.704-1(b),
and all provisions of this Agreement relating to the maintenance of Capital
Accounts shall be interpreted and applied in a manner consistent with that
Regulation.


                                       2

     "Capital Contribution" means the total amount of cash and the fair market
value of any other assets contributed (or deemed contributed under Regulation
Section 1.704-1(b)(2)(iv)(d)) to the Company by a Member, net of liabilities
assumed or to which the assets are subject.

     "Cash Flow" means all cash funds derived from operations of the Company
(including interest received on reserves), without reduction for any noncash
charges, but less cash funds used to pay current operating expenses and to pay
or establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Members. Cash Flow shall be
increased by the reduction of any reserve previously established.

     "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.

     "Company" means the limited liability company formed in accordance with
this Agreement.

     "Economic Interest" means a Person's share of the Profits and Losses of,
and the right to receive distributions from, the Company.

     "Economic Interest Holder" means any Person who holds an Economic
Interest, whether as a Member or an unadmitted assignee of a Member.

     "Involuntary Withdrawal" means, with respect to any Member, the occurrence
of any of the following events:

          (i) the Member makes an assignment for the benefit of creditors;

          (ii) the Member files a voluntary petition of bankruptcy;

          (iii) the Member is adjudged bankrupt or insolvent or there is
entered against the Member an order for relief in any bankruptcy or insolvency
proceeding;

          (iv) the Member files a petition seeking for the Member any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

          (v) the Member seeks, consents to, or acquiesces in the appointment
of a trustee for, receiver for, or liquidation of the Member or of all or any
substantial part of the Member's properties;



                                       3

          (vi) the Member files an answer or other pleading admitting or failing
to contest the material allegations of a petition filed against the Member in
any proceeding described in Subsections (i) through (v);

          (vii) any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law, or regulation, continues for one hundred twenty
(120) days after the commencement thereof, or the appointment of a trustee,
receiver, or liquidator for the Member or all or any substantial part of the
Member's properties without the Member's agreement or acquiescence, which
appointment is not vacated or stayed for one hundred twenty (120) days or, if
the appointment is stayed, for one hundred twenty (120) days after the
expiration of the stay during which period the appointment is not vacated;

          (viii) if the Member is an individual, the Member's death, incapacity,
or adjudication by a court of competent jurisdiction as incompetent to manage
the Member's person or property;

          (ix) if the Member is acting as a Member by virtue of being a trustee
of a trust, the termination of the trust;

          (x) if the Member is a partnership or limited liability company, the
dissolution and commencement of winding up of the partnership or limited
liability company;

          (xi) if the Member is a corporation, the dissolution of the
corporation or the revocation of its charter;

          (xii) if the Member is an estate, the distribution by the fiduciary of
the estate's entire interest in the Company;

     "Law" means the New York Limited Liability Company Law, as amended from
time to time.

     "Member" means each Person who has signed this Agreement and any Person who
subsequently is admitted as a member of the Company.

     "Membership Interest" means all of the rights of a Member in the Company,
including a Member's: (i) Economic Interest; (ii) right to inspect the Company's
books and records; (iii) right to participate in the management of and vote on
matters coming before the Company; and (iv) unless this Agreement or the
Articles of Organization provide to the contrary, right to act as an agent of
the Company.


                                       4

     "Minimum Gain" has the meaning set forth in Regulation Section 1.704-2(d).
Minimum Gain shall be computed separately for each Economic Interest Holder in a
manner consistent with the Regulations under Code Section 704(b).

     "Negative Capital Account" means a Capital Account with a balance of less
than zero.

     "Percentage" means, as to a Member, the percentage set forth after the
Member's name on Exhibit A, as amended from time to time, and as to an Economic
Interest Holder who is not a Member, the Percentage of the Member whose Economic
Interest has been acquired by such Economic Interest Holder, to the extent the
Economic Interest Holder has succeeded to that Member's Economic Interest.

     "Person" means and includes an individual, corporation, partnership,
association, limited liability company, trust, estate, or other entity.

     "Positive Capital Account" means a Capital Account with a balance greater
than zero.

     "Profit" and "Loss" means, for each taxable year of the Company (or other
period for which Profit or Loss must be computed), the Company's taxable income
or loss determined in accordance with Code Section 703(a), with the following
adjustments:

          (i) all items of income, gain, loss, deduction, or credit required to
be stated separately pursuant to Code Section 703(a)(1) shall be included i
computing taxable income or loss; and

          (ii) any tax-exempt income of the Company, not otherwise taken into
account in computing Profit or Loss, shall be included in computing taxable
income or loss; and

          (iii) any expenditures of the Company described in Code Section
705(a)(2)(B) (or treated as such pursuant to Regulation Section
1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit
or Loss, shall be subtracted from taxable income or loss; and

          (iv) gain or loss resulting from any taxable disposition or Company
property shall be computed by reference to the adjusted book value of the
property disposed of, notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax purposes;
and

          (v) in lieu of the depreciation, amortization, or cost recovery
deductions allowable in computing taxable income or loss, there shall be taken
into account the depreciation computed based upon the adjusted book value of the
asset; and


                                       5

          (vi) notwithstanding any other provision of this definition, any items
which are specially allocated pursuant to Section 4.3 hereof shall not be taken
into account in computing Profit or Loss.

     "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

     "Transfer" means-when used as a noun-any sale, hypothecation, pledge,
assignment, attachment, or other transfer, and-when used as a verb-means to
sell, hypothecate, pledge, assign, or otherwise transfer.

     "Voluntary Withdrawal" means a Member's disassociation with the Company by
means other than a Transfer or an Involuntary Withdrawal.

                                   Article II
                   Formation and Name: Office; Purpose; Term

     2.1.  Organization.  The parties have organized a limited liability company
pursuant to the Law and the provisions of this Agreement and, for that purpose,
have caused Articles of Organization to be prepared, executed, and filed with
the New York Department of State.

     2.2.  Name of the Company.  The name of the Company shall be Flambe LLC.
The Company may do business under that name and under any other name or names
upon which the Members agree. If the Company does business under a name other
than that set forth in its Articles of Organization, then the Company shall file
a certificate as required by General Business Law section 130.

     2.3.  Purpose.  The Company is organized to engage in any business
permitted under the Law, except to do in New York any business for which any
statute of New York other than the Limited Liability Company Law specifically
requires some other business entity or natural person to be formed or used for
such business.

     2.4.  Term.  The term of the Company shall begin upon the filing of
Articles of Organization with the New York Department of State and shall
continue until December 31, 2097, unless its existence is sooner terminated
pursuant to Article VII of this Agreement.

     2.5.  Registered Agent.  The name and address of the Company's registered
agent in the State of New York shall be Doug Levine, 88 University Place, 11th
Floor, New York, New York 1003.

     2.6.  Members.  The name, present mailing address, and Percentage of each
Member are set forth on Exhibit A.


                                       6



                                  Article III
                       Members; Capital; Capital Accounts

     3.1. Initial Capital Contributions.  On December 31, 1997 the Members shall
surrender and assign the assets, properties and business, and the Company shall
assume and agree to be bound by and pay the liabilities and obligations all as
set forth in the Assignment and Assumption Agreement by and between the Company
and the Members.

     3.2. No Additional Capital Contributions Required.  No Member shall be
required to contribute any additional capital to the Company, unless required by
a vote of the Members holding two-thirds (2/3) in interest, and in no event in
an amount greater than twenty-five thousand dollars ($25,000). No Member shall
have any personal liability for any obligation of the Company.

     3.3. No Interest on Capital Contributions.  Economic Interest Holders
shall not be paid interest on their Capital Contributions.

     3.4. Return of Capital Contributions.  Except as otherwise provided in this
Agreement, no Economic Interest Holder shall have the right to receive any
return of any Capital Contribution.

     3.5. Form of Return of Capital.  If an Economic Interest Holder is entitled
to receive a return of a Capital Contribution, the Company may distribute cash,
notes, property, or a combination thereof to the Economic Interest Holder in
return of the Capital Contribution.

     3.6. Capital Accounts.  A separate Capital Account shall be maintained for
each Economic Interest Holder.

     3.7. Loans.  Any Member may, at any time, make or cause a loan to be made
to the Company in any amount and on those terms as approved by a majority in
interest of the other Members.


                                   Article IV
                        Profit, Loss, and Distributions

     4.1. Distributions of Cash Flow.  Cash Flow for each taxable year of the
Company shall be distributed to the Economic Interest Holders in proportion to
their Percentages no later than ninety (90) days after the end of the taxable
year.

     4.2. Allocation of Profit or Loss.  After giving effect to the special
allocations set forth in Section 4.3 for any taxable year of the Company, Profit
or Loss shall be allocated to the Economic Interest Holders in proportion to
their Percentages.



                                       7




     4.3.  Regulatory Allocations.

          4.3.1.  Qualified Income Offset.  No Economic Interest Holder shall
be allocated Losses or deductions if the allocation causes the Economic
Interest Holder to have an Adjusted Capital Account Deficit. If an Economic
Interest Holder receives (1) an allocation of Loss or deduction (or item
thereof) or (2) any distribution, which causes the Economic Interest Holder to
have an Adjusted Capital Account Deficit at the end of any taxable year, then
all items of income and gain of the Company (consisting of a pro rata portion
of each item of Company income, including gross income and gain) for that
taxable year shall be allocated to that Economic Interest Holder, before any
other allocation is made of Company items for that taxable year, in the amount
and in proportions required to eliminate the excess as quickly as possible.
This Section 4.3.1 is intended to comply with, and shall be interpreted
consistently with, the "qualified income offset" provisions of the Regulations
promulgated under Code Section 704(b).

          4.3.2.  Minimum Gain Chargeback.  Except as set forth in Regulation
Section 1.704-2(f)(2), (3), and (4), if, during any taxable year, there is a
net decrease in Minimum Gain, each Economic Interest Holder, prior to any other
allocation pursuant to this Article IV, shall be specially allocated items of
gross income and gain for such taxable year (and, if necessary, subsequent
taxable years) in an amount equal to that Economic Interest Holder's share of
the net decrease of Minimum Gain, computed in accordance with Regulation
Section 1.704-2(g). Allocations of gross income and gain pursuant to this
Section 4.3.2 shall be made first from gain recognized from the disposition of
Company assets subject to non-recourse liabilities (within the meaning of the
Regulations promulgated under Code Section 752), to the extent of the Minimum
Gain attributable to those assets, and thereafter, from a pro rata portion of
the Company's other items of income and gain for the taxable year. It is the
intent of the parties hereto that any allocation pursuant to this Section 4.3.2
shall constitute a "minimum gain chargeback" under Regulation Section
1.704-2(f).

          4.3.3.  Contributed Property and Book-ups.  In accordance with Code
Section 704(c) and the Regulations thereunder, as well as Regulation Section
1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and deduction with respect to any
property contributed (or deemed contributed) to the Company shall, solely for
tax purposes, be allocated among the Economic Interest Holders so as to take
account of any variation between the adjusted basis of the property to the
Company for federal income tax purposes and its fair market value at the date
of contribution (or deemed contribution). If the adjusted book value of the
Company asset is adjusted as provided herein, subsequent allocations of income,
gain, loss, and deduction


                                       8

with respect to the asset shall take account of any variation between the
adjusted basis of the asset for federal income tax purposes and its adjusted
book value in the manner required under Code Section 704(c) and the Regulations
thereunder.

     4.4.  Liquidation and Dissolution.

          4.4.1.  If the Company is liquidated, the assets of the Company shall
be distributed to the Economic Interest Holders in accordance with the balances
in their respective Capital Accounts, after taking into account the allocations
of Profit or Loss pursuant to Section 4.2, if any, and distributions, if any, of
cash or property pursuant to Section 4.1.

          4.4.2.  No Economic Interest Holder shall be obligated to restore a
Negative Capital Account.

     4.5.  General.

          4.5.1.  Except as otherwise provided in this Agreement, the timing and
amount of all distributions shall be determined by the Members.

          4.5.2.  If any assets of the Company are distributed in kind of the
Economic Interest Holders, those assets shall be valued on the basis of their
fair market value, and any Economic Interest Holder entitled to any interest in
those assets shall receive that interest as a tenant-in-common with all other
Economic Interest Holders so entitled. Unless the Members otherwise agree, the
fair market value of the assets shall be determined by an independent appraiser
who shall be selected by the Members. The Profit or Loss for each unsold asset
shall be determined as if the asset had been sold at its fair market value, and
the Profit or Loss shall be allocated as provided in Section 4.2 and shall be
properly credited or charged to the Capital Accounts of the Economic Interest
Holders prior to the distribution of the assets in liquidation pursuant to
Section 4.4.

          4.5.3.  All Profit and Loss shall be allocated, and all distributions
shall be made to the Persons shown on the records of the Company to have been
Economic Interest Holders as of the last day of the taxable year for which the
allocation or distribution is to be made. Notwithstanding the foregoing, unless
the Company's taxable year is separated into segments, if there is a Transfer or
an Involuntary Withdrawal during the taxable year, the Profit and Loss shall be
allocated between the original Economic Interest Holder and the successor on the
basis of the number of days each was an Economic Interest Holder during the
taxable year; provided, however, the Company's taxable year shall be segregated
into two or more segments in order to account for Profit, Loss or proceeds
attributable to any extraordinary non-recurring items of the Company.


                                       9



          4.5.4. The Members are hereby authorized, upon the advice of the
Company's tax counsel, to amend this Article IV to comply with the Code and the
Regulations promulgated under Code Section 704(b); provided, however, that no
amendment shall materially affect distributions to an Economic Interest Holder
without the Economic Interest Holder's prior written consent.


                                   Article V
                     Management: Rights, Powers, and Duties

     5.1. Management.  The Company shall be managed by the Members. Except as
otherwise provided in this Agreement, each Member shall have the right to act
for and bind the Company in the ordinary course of its business.

     5.2. Meetings of and Voting by Members.

          5.2.1. A meeting of the Members may be called at any time by any
Member. Meetings of Members shall be held at the Company's principal place of
business or at any other place in New York, New York designated by the Person
calling the meeting. Not less than ten (10) nor more than sixty (60) days before
each meeting, the Person calling the meeting shall give written notice of the
meeting to each Member entitled to vote at the meeting. The notice shall state
the place, date, hour, and purpose of the meeting. Notwithstanding the foregoing
provisions, each Member who is entitled to notice waives notice if before or
after the meeting the Member signs a waiver of the notice which is filed with
the records of Members' meetings, or is present at the meeting in person or by
proxy without objecting to the lack of notice. Unless this Agreement provides
otherwise, at a meeting of Members, the presence in person or by proxy of
Members holding not less than a majority (over 50 percent) of the Percentages
then held by Members constitutes a quorum. A Member may vote either in person or
by written proxy signed by the Member or by the Member's duly authorized
attorney in fact.

          5.2.2. Except as otherwise provided in this Agreement, the affirmative
vote of Members holding a majority (over 50 percent) or more of the Percentages
then held by Members shall be required to approve any matter coming before the
Members.

          5.2.3. In lieu of holding a meeting, the Members may vote or otherwise
take action by a written instrument indicating the consent of Members holding
such Percentages then held by Members as would be required for Members to take
action under this operating agreement. No written consent shall be effective to
take such action unless within sixty (60) days of the earliest dated consent
delivered in accordance with the Law, signed consents



                                       10

sufficient to take such action have been likewise delivered. If such consent is
not unanimous, prompt notice shall be given to those Members who have not
consented in writing but who would have been entitled to vote thereon had such
action been taken at a meeting.

     5.3. Personal Service.  No Member shall be required to perform services for
the Company solely by virtue of being a Member. Unless approved by the Members,
no Member shall be entitled to compensation for services performed for the
Company. However, upon substantiation of the amount and purpose thereof, the
Members shall be entitled to reimbursement for expenses reasonably incurred in
connection with the activities of the Company.

     5.4. Duties of Parties.

          5.4.1. The Members shall devote such time to the business and affairs
of the Company as is necessary to carry out the Members' duties set forth in
this Agreement.

          5.4.2. Except as otherwise expressly provided in Section 5.4.3,
nothing in this Agreement shall be deemed to restrict in any way the rights of
any Member, or of any Affiliate of any Member, to conduct any other business or
activity whatsoever, and no Member shall be accountable to the Company or to any
other Member with respect to that business or activity event if the business or
activity competes with the Company's business. The organization of the Company
shall be without prejudice to the Members' respective rights (or the rights of
their respective Affiliates) to maintain, expand, or diversify such other
interests and activities and to receive and enjoy profits or compensation
therefrom. Each Member waives any rights the Member might otherwise have to
share or participate in such other interests or activities of any other Member
or the Member's Affiliates.

          5.4.3. Each Member understands and acknowledges that the conduct of
the Company's business may involve business dealings and undertakings with
Members and their Affiliates. In any of those cases, those dealings and
undertakings shall be at arm's length and on commercially reasonable terms.

     5.5. Liability and Indemnification.

          5.5.1. A Member shall not be liable, responsible, or accountable, in
damages or otherwise, to any other Member or to the Company for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.



                                       11

          5.5.2. The Company shall indemnify each Member for any act performed
by the Member with respect to Company matters, except for fraud, bad faith,
gross negligence, or an intentional breach of this Agreement.


                                   Article VI
                Transfer of Interests and Withdrawal of Members

     6.1. Transfers.  No Member may Voluntarily Transfer all, or any portion of,
or any interest or rights in, the Membership Interest owned by the Member. Each
Member hereby acknowledges the reasonableness of this prohibition in view of the
purposes of the Company and the relationship of the Members. The voluntary
Transfer of any Membership Interests, including Economic Interests, in violation
of the prohibition contained in this Section 6.1 shall be deemed invalid, null
and void, and of no force or effect. Any Person to whom Membership Interests are
attempted to be transferred in violation of this Section 6.1 shall not be
entitled to vote on matters coming before the Members, participate in the
management of the Company, act as an agent of the Company, receive distributions
from the Company, or have any other rights in or with respect to the Membership
Interests.

     6.2. Voluntary Withdrawal.  No Member shall have the right or power to
Voluntarily Withdraw from the Company, except as otherwise provided by this
Agreement. Any withdrawal in violation of this Agreement shall entitle the
Company to damages for breach, which may be offset against the amounts otherwise
distributable to such member.

     6.3. Involuntary Withdrawal.  Immediately upon the occurrence of an
Involuntary Withdrawal, the successor of the Withdrawn Member shall thereupon
become an Economic Interest Holder, but shall not become a Member. If the
Company is continued as provided in Section 7.1.3, the successor Economic
Interest Holder shall have all the rights of an Economic Interest Holder, but
shall not be entitled by reason of the withdrawal to receive in liquidation of
the Economic Interest, the fair market value of the Member's Economic Interest
as of the date the Member Involuntarily withdrew from the Company.


                                  Article VII
                         Dissolution, Liquidation, and
                           Termination of the Company

     7.1. Events of Dissolution.  The Company shall be dissolved upon the
happening of any of the following events:

          7.1.1. when the period fixed for its duration in Section 2.4 has
expired;



                                       12



          7.1.2.  upon the written agreement of the Members holding two-thirds
or more of the Percentages then held by Members; or

          7.1.3.  the occurrence of an Involuntary Withdrawal, unless the
remaining Members holding two-thirds or more of the Percentages then held by
Members, within ninety (90) days after the occurrence of the Involuntary
Withdrawal, elect to continue the business of the Company pursuant to the terms
of this Agreement.

     7.2.  Procedure for Winding Up and Distribution.  If the Company is
dissolved, the remaining Members shall wind up its affairs. On winding up of the
Company, the assets of the Company shall be distributed, first, to creditors of
the Company, including Members and Economic Interest Holders who are creditors,
in satisfaction of the liabilities of the Company, and then to the Members and
Economic Interest Holders in accordance with Section 4.4 of this Agreement.

     7.3.  Filing of Articles of Dissolution.  If the Company is dissolved, the
Members shall promptly file Articles of Dissolution with the New York Department
of State. If there are no remaining Members, the Articles shall be filed by the
last Person to be a Member; if there are no remaining Members, or a Person who
last was a Member, the Articles shall be filed by the legal or personal
representatives of the Person who last was a Member.

                                  Article VIII
                 Books, Records, Accounting, and Tax Elections

     8.1.  Bank Accounts.  All funds of the Company shall be deposited in a bank
account or accounts opened in the Company's name. The Members shall determine
the institution or institutions at which the accounts will be opened and
maintained, the types of accounts, and the Persons who will have authority with
respect to the accounts and the funds therein.

     8.2.  Books and Records.  The Members shall keep or cause to be kept
complete and accurate books and records of the Company as required under Section
1102 of the Law as well as supporting documentation of transactions with respect
to the conduct of the Company's business. The books and records shall be
maintained in accordance with sound accounting practices and shall be available
at the Company's principal office for examination by any Member of the Member's
duly authorized representative at any and all reasonable times during normal
business hours.

     8.3.  Annual Accounting Period.  The annual accounting period of the
Company shall be its taxable year. The Company's taxable year shall be selected
by the Members, subject to the requirements and limitations of the Code.



                                       13


         8.4. Reports. Within seventy-five (75) days after the end of each
taxable year of the Company, the Members shall cause to be sent to each Person
who was a Member at any time during the taxable year then ended a complete
accounting of the affairs of the Company for the taxable year then ended. In
addition, within seventy five (75) days after the end of each taxable year of
the Company, the Members shall cause to be sent to each Person who was an
Economic Interest Holder at any time during the taxable year then ended, that
tax information concerning the Company which is necessary for preparing the
Economic Interest Holder's income tax returns for that year. At the request of
any Member, and at the Member's expense, the Members shall cause an audit of the
Company's books and records to be prepared by independent accountants for the
period requested by the Member.

         8.5. Tax Matters Member. The Members shall designate a Member to be the
Company's tax matters Member ("Tax Matters Member"). The Tax Matters Member
shall have all powers and responsibilities provided in Code Section 6221, et
seq. The Tax Matters Member shall keep all Members informed of all notices from
government taxing authorities which may come to the attention of the Tax Matters
Member. The Company shall pay and be responsible for all reasonable third-party
costs and expenses incurred by the Tax Matters Member in performing those
duties. A Member shall be responsible for any costs incurred by the Member with
respect to any tax audit or tax-related administrative or judicial proceeding
against any Member, even though it relates to the Company. The Tax Matters
Member shall not compromise any dispute with the Internal Revenue Service
without the approval of the Members.

                                   Article IX
                               General Provisions

         9.1. Assurances. Each Member shall execute all certificates and other
documents and shall do all such filing, recording, publishing, and other acts as
the Members deem appropriate to comply with the requirements of law for the
formation and operation of the Company and to comply with any laws, rules, and
regulations relating to the acquisition, operation, or holding of the property
of the Company.

         9.2. Notifications. Any notice, demand, consent, election, offer,
approval, request, or other communication (collectively a "notice") required or
permitted under this Agreement must be in writing and either delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested or by facsimile transmission, provided receipt of facsimile
transmission is actually acknowledged by the Member or Member's agent. A notice
must be addressed to a Member at the Member's last known address on the records
of the Company. A notice to the Company must be addressed to the Company's
principal office. A notice that is sent by mail will be deemed given three (3)
business days after it is


                                       14


mailed. Any party may designate, by notice to all of the others, substitute
addresses or addressees for notices; and, thereafter, notices are to be
directed to those substitute addresses or addressees. A notice sent by
facsimile is deemed given when receipt is acknowledged.

         9.3. Specific Performance. The parties recognize that irreparable
injury will result from a breach of any provision of this Agreement and that
money damages will be inadequate to fully remedy the injury. Accordingly, in the
event of a breach or threatened breach of one or more of the provisions of this
Agreement, any party who may be injured (in addition to any other remedies which
may be available to that party) shall be entitled to one or more preliminary or
permanent orders (i) restraining and enjoining any act which would constitute a
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

         9.4. Complete Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement among the Members with respect to the
subject matter thereof. It supersedes all prior written and oral statements,
including any prior representation, statement, condition, or warranty.

         9.5. Applicable Law. All questions concerning the construction,
validity, and interpretation of this Agreement and the performance of the
obligations imposed by this Agreement shall be governed by the internal law, not
the law of conflicts, of the State of New York.

         9.6. Article and Section Titles. The headings herein are inserted as a
matter of convenience only and do not define, limit, or describe the scope of
this Agreement or the intent of the provisions hereof.

         9.7. Binding Provisions. This Agreement is binding upon, and inures to
the benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and permitted
assigns.

         9.8. Exclusive Jurisdiction and Venue. Any suit involving any dispute
or matter arising under this Agreement or relating to the organization or
operation of the Company may only be brought in a United States District Court
located in the State of New York or any New York State Court having jurisdiction
over the subject matter of the dispute or matter. All members hereby consent to
the exercise of personal jurisdiction by any such court with respect to any such
proceeding and waive any objection.

         9.9. Terms. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of the Person
may in the context require.

                                       15

         9.10. Separability of Provisions.  Each provision of this Agreement
shall be considered separable; and if, for any reason, any provision or
provisions herein are determined to be invalid and contrary to any existing or
future law, such invalidity shall not impair the operation of or affect those
portions of this Agreement which are valid.

         9.11.  Counterparts.  This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original and all of
which, when taken together, constitute one and the same document.  The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

         IN WITNESS WHEREOF, the parties have executed, or caused this Agreement
to be executed as of the date set forth above.

MEMBERS:

FLAMBE MERGER CORP.

/s/ Doug Levine
- --------------------
Doug Levine,
President


/s/ Greg Manocherian
- --------------------
Greg Manocherian,
Secretary




                                       16





                                   FLAMBE LLC
                              Operating Agreement


                                   Exhibit A
                        List of Members and Percentages

Name and Address                                                 Percentage

Flambe Merger Corp.                                                 100%
88 University Place, 11th Floor
New York, New York  10003
Attn:  Doug Levine




















                                       17

EX-3.47

                                                                    Exhibit 3.47



                         [COMMONWEALTH OF PENNSYLVANIA
                           DEPARTMENT OF STATE SEAL]

                          CERTIFICATE OF INCORPORATION

                  OFFICE OF THE SECRETARY OF THE COMMONWEALTH


TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

WHEREAS, Under the provisions of the Laws of the Commonwealth, the Secretary of
the Commonwealth is authorized and required to issue a "Certificate of
Incorporation" evidencing the incorporation of an entity.

WHEREAS, The stipulations and conditions of the Law have been fully complied
with by

                      GREATER PHILLY NO. 1 HOLDING COMPANY

THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth, and
under the authority of the Laws thereof, I do by these presents, which I have
caused to be sealed with the Great Seal of the Commonwealth, declare and certify
the creation, erection and incorporation of the above in deed and in law by the
name chosen hereinbefore specified.

         Such corporation shall have and enjoy and shall be subject to all the
powers, duties, requirements, and restrictions, specified and enjoined in and by
the applicable laws of this Commonwealth.


[SEAL]                             GIVEN under my Hand and the Great Seal of
                                        the Commonwealth, at the City of
                                        Harrisburg, this 19th day of November in
                                        the year of our Lord one thousand nine
                                        hundred and eighty-two and the
                                        Commonwealth of two hundred seventh


                                                /s/ William R. Davis
                                        ----------------------------------------
                                            Secretary of the Commonwealth





                                                                                           
                                                 PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
          ARTICLES OF INCORPORATION              [X] DOMESTIC BUSINESS CORPORATION
                                                                                                    FEE
                                                 [ ] DOMESTIC BUSINESS CORPORATION                $75.00
        COMMONWEALTH OF PENNSYLVANIA                 A CLOSE CORPORATION - COMPLETE BACK
   DEPARTMENT OF STATE - CORPORATION BUREAU
306 NORTH OFFICE BUILDING, HARRISBURG, PA 17120  [ ] DOMESTIC PROFESSIONAL CORPORATION
                                                     ENTER BOARD LICENSE NO.

- --------------------------------------------------------------------------------
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER
15 P.S. 2908 B)
          Greater Philly No. 1 Holding Company
- --------------------------------------------------------------------------------
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA(P.O. BOX NUMBER NOT ACCEPTABLE)
 123 South Broad Street, c/o C T Corporation System
- --------------------------------------------------------------------------------
012 CITY             033 COUNTY               013 STATE            064 ZIP CODE
Philadelphia        Philadelphia             Pennsylvania              19109
- --------------------------------------------------------------------------------
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

         to own and operate health club facilities; to own the securities of
         corporations owning and operating health club facilities in the State
         of Pennsylvania; and to do any and all acts incidental thereto
         permitted under the laws of the State of Pennsylvania.




(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- --------------------------------------------------------------------------------
The aggregate Number of Shares, Classes of Shares and Par Value of Shares Which
the Corporation Shall have Authority to Issue:

040 Number and       041 Stated Par Value        042 Total           031 Term
Class of Shares      Per Share If Any        Authorized Capital    of Existence

  1000 Common             $1.00                   1,000             perpetual
- --------------------------------------------------------------------------------
The Name and Address of Each Incorporator, and the Number and Class of Shares
Subscribed to by each Incorporator

                  061, 062,                                       Number & Class
060 Name          063, 064 Address (Street, City, State, Zip Code)   of Shares
- --------------------------------------------------------------------------------
H. Robert Jochem  300 E. Joppa Road, Towson, MD  21204              100 Common
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                   (ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- --------------------------------------------------------------------------------

IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE
ARTICLES OF INCORPORATION THIS 15th DAY OF November 1982.


                                        /s/ H. Robert Jochem
- ----------------------------------      ---------------------------------------
                                        H. ROBERT JOCHEM

- ----------------------------------      ---------------------------------------
- --------------------------------------------------------------------------------
                            - FOR OFFICE USE ONLY -
- --------------------------------------------------------------------------------
030 FILED                        002 CODE          003 REV BOX     SEQUENTIAL NO.   100 MICROFILM NUMBER
  NOV 19 1982                    Aib                                  124946
                                 --------------
                                 REVIEWED BY       -----------     --------------   --------------------------
                                 bb                004 SICC           AMOUNT        001 CORPORATION NUMBER
                                 --------------
/s/ William R. Davis             DATE APPROVED                         $ 75
                                 NOV 22 1982       -----------     --------------   --------------------------
                                 --------------
                                 DATE REJECTED     CERTIFY TO      INPUT BY         LOG IN    LOG IN (REFILE)
                                                   [X] REV.
                                 --------------    [X] L & I       --------------   --------------------------
SECRETARY OF THE COMMONWEALTH    MAILED BY DATE    [ ] OTHER       VERIFIED BY      LOG OUT   LOG OUT (REFILE)
     DEPARTMENT OF STATE
 COMMONWEALTH OF PENNSYLVANIA
    (PA. - 1343 - 2/23/82)



1.   The following provisions shall regulate the status of the corporation as a
     close corporation:

     (a)  (Strike out (i) or (ii) below, whichever is not applicable.)

          (i)  All of the issued shares of the corporation of all classes,
               exclusive of treasury shares, shall be held of record by not more
               than ___________________________ persons.
                     (NUMBER NOT TO EXCEED 30)

          (ii) All of the issued shares of the corporation of all classes,
               exclusive of treasury shares, shall be held of record by not more
               than the smaller of twenty-five "shareholders" within the meaning
               of Subchapter S of the Internal Revenue Code of 1954, as amended,
               or 30 persons.

     (b)  All of the issued shares of all classes of the corporation shall be
          subject to one or more of the restrictions on transfer permitted by
          section 613.1 of the Business Corporation Law (15 P.S. Section
          1613.1).

     (c)  The corporation shall make no offering of any of its shares of any
          class which would constitute a "public offering" within the meaning of
          the Securities Act of 1933, as amended.

2.   (Optional: BCL Section 372B) A person (other than an estate) who is not an
     "individual" or who is a "non-resident alien," in either case within the
     meaning of the Internal Revenue Code of 1954, as amended ("Code"), shall
     not be entitled to be a holder of record of shares of the corporation.
     Only a person whose consent is currently in effect to the election of the
     corporation to be treated as an electing small business corporation under
     Subchapter S of the Code AND A SHAREHOLDER WHO HAS NOT AFFIRMATIVELY
     REFUSED TO CONSENT TO THE ELECTION WITHIN SIXTY DAYS AFTER HE ACQUIRES HIS
     STOCK, shall be entitled to be a holder of record of shares of the
     corporation.

3.   (Optional:  BCL Section 382) The business and affairs of the corporation
     shall be managed by the shareholders of the corporation rather than by a
     board of directors.

4.   (Optional: BCL Section 376B) The status of the corporation as a "close
     corporation" within the meaning of the Business Corporation Law shall not
     be terminated without the affirmative vote or written consent of
     (all holders of) (shareholders holding _________________________________ of
                                              (FRACTION AT LEAST TWO-THIRDS)
     the) shares of all classes of the corporation.


5.   (Optional: BCL Section 384B) (Any shareholder)(shareholders
     holding ___________ of the shares) of the corporation may apply for
             (FRACTION)
     the appointment of a provisional director of the corporation in the manner
     and upon the circumstances provided by statute.

6.   (Optional: BCL Section 386) (Any shareholder) (shareholders
     holding ___________ of the shares) of the corporation shall have
             (FRACTION)
     the right at will to cause the corporation to be dissolved by proceeding
     in the manner by statute.




                                      -2-

                                                                                           
                                                 PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
          ARTICLES OF INCORPORATION              [X] DOMESTIC BUSINESS CORPORATION
                                                                                                    FEE
                                                 [ ] DOMESTIC BUSINESS CORPORATION                $75.00
        COMMONWEALTH OF PENNSYLVANIA                 A CLOSE CORPORATION - COMPLETE BACK
   DEPARTMENT OF STATE - CORPORATION BUREAU
306 NORTH OFFICE BUILDING, HARRISBURG, PA 17120  [ ] DOMESTIC PROFESSIONAL CORPORATION
                                                     ENTER BOARD LICENSE NO.

- --------------------------------------------------------------------------------
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER
15 P.S. 2908 B)
          Greater Philly No. 1 Holding Company
- --------------------------------------------------------------------------------
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA(P.O. BOX NUMBER NOT ACCEPTABLE)
 123 South Broad Street, c/o C T Corporation System
- --------------------------------------------------------------------------------
012 CITY             033 COUNTY               013 STATE            064 ZIP CODE
Philadelphia        Philadelphia             Pennsylvania              19109
- --------------------------------------------------------------------------------
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

         to own and operate health club facilities; to own the securities of
         corporations owning and operating health club facilities in the State
         of Pennsylvania; and to do any and all acts incidental thereto
         permitted under the laws of the State of Pennsylvania.




(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- --------------------------------------------------------------------------------
The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which
the Corporation Shall have Authority to Issue:

040 Number and       041 Stated Par Value        042 Total           031 Term
Class of Shares      Per Share If Any        Authorized Capital    of Existence

  1000 Common             $1.00                   1,000             perpetual
- --------------------------------------------------------------------------------
The Name and Address of Each Incorporator, and the Number and Class of Shares
Subscribed to by each Incorporator

                  061, 062,                                       Number & Class
060 Name          063, 064 Address (Street, City, State, Zip Code)   of Shares
- --------------------------------------------------------------------------------
H. Robert Jochem  300 E. Joppa Road, Towson, MD  21204              100 Common
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                   (ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- --------------------------------------------------------------------------------

IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE
ARTICLES OF INCORPORATION THIS   DAY OF           19   .



- ----------------------------------      ---------------------------------------
                                        H. ROBERT JOCHEM

- ----------------------------------      ---------------------------------------
- --------------------------------------------------------------------------------
                            - FOR OFFICE USE ONLY -
- --------------------------------------------------------------------------------
030 FILED                        002 CODE          003 REV BOX     SEQUENTIAL NO.   100 MICROFILM NUMBER

                                 --------------
                                 REVIEWED BY       -----------     --------------   --------------------------
                                                   004 SICC           AMOUNT        001 CORPORATION NUMBER
                                 --------------
                                 DATE APPROVED                        $
                                                   -----------     --------------   --------------------------
                                 --------------
                                 DATE REJECTED     CERTIFY TO      INPUT BY         LOG IN    LOG IN (REFILE)
                                                   [ ] REV.
                                 --------------    [ ] L & I       --------------   --------------------------
SECRETARY OF THE COMMONWEALTH    MAILED BY DATE    [ ] OTHER       VERIFIED BY      LOG OUT   LOG OUT (REFILE)
     DEPARTMENT OF STATE
 COMMONWEALTH OF PENNSYLVANIA
    (PA. - 1343 - 2/23/82)

EX-3.48

                                                                    Exhibit 3.48


                      GREATER PHILLY NO. 1 HOLDING COMPANY

                                   * * * * *

                                    BY-LAWS

                                   * * * * *


                                   ARTICLE I

                                    OFFICES

         Section 1.  The registered office shall be located in the City of
Philadelphia, Commonwealth of Pennsylvania.
         Section 2.  The corporation may also have offices at such other places
both within and without the Commonwealth of Pennsylvania as the board of
directors may from time to time determine or the business of the corporation may
require.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1.  All meetings of the shareholders shall be held at such
place within or without the Commonwealth, as may be from time to time fixed or
determined by the board of directors.
         One or more shareholders may participate in a meeting of the
shareholders by means of conference telephone

or similar communications equipment by means of which all persons participating
in the meeting may hear each other.

"Section 2.  An annual meeting of shareholders, commencing with the year 1994,
shall be held during the third week in January at a time and place as determined
by the board of directors, and, if a legal holiday, then on the next secular day
following, when they shall elect by a plurality vote a board of directors,  and
transact such other business as may properly be brought before the meeting.




         Section 3.   Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at any time by the president, or a majority of the
board of directors, or the holders of not less than one-fifth of all the shares
issued and outstanding and entitled to vote at the particular meeting, upon
written request delivered to the secretary of the corporation.  Such request
shall state the purpose or purposes of the proposed meeting. Upon receipt of any
such request, it shall be the duty of the secretary to call a special meeting of
the shareholders to be held at such time, not more than sixty days thereafter,
as the secretary may fix.  If the secretary shall neglect to issue such call,
the person or persons making the request may issue the call.

         Section 4.  Written notice of every meeting of the shareholders,
specifying the place, date and hour and the general nature of the business of
the meeting, shall be

served upon or mailed, postage prepaid, at least five days prior to the meeting,
unless a greater period of notice is required by statute, to each shareholder
entitled to vote thereat.

         Section 5.  The officer having charge of the transfer books for shares
of the corporation shall prepare and make at least five days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each which list shall be kept on file at the registered office of
the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours.  Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting.

         Section 6.  Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.

         Section 7.  The holders of a majority of the issued and outstanding
shares entitled to vote, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by statute or by the
articles of incorporation or by these by-laws.  If, however, any meeting of
shareholders cannot be organized because a quorum has not attended, the

shareholders entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine, but in the case of any meeting called for
the election of directors such meeting may be adjourned only from day to day or
for such longer periods not exceeding fifteen days each as the holders of a
majority of the shares present in person or by proxy shall direct, and those who
attend the second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors.  At any
adjourned meeting at which a quorum shall be present or represented any business
may be transacted which might have been transacted at the meeting as originally
notified.

         Section 8.  When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statues or of the articles of incorporation or of these by-laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

         Section 9.  Each shareholder shall at every meeting of the shareholders
be entitled to one vote in person or by proxy for each share having voting power
held by such shareholder, but no proxy shall be voted on after

three years from its date, unless coupled with an interest, and, except where
the transfer books of the corporation have been closed or a date has been fixed
as a record date for the determination of its shareholders entitled to vote,
transferees of shares which are transferred on the books of the corporation
within ten days next preceding the date of such meeting shall not be entitled to
vote at such meeting.

         Section 10.  In advance of any meeting of shareholders, the board of
directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof.  If judges of election be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder or his proxy, shall make such appointment at the meeting.  The
number of judges shall be one or three.  If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
and entitled to vote shall determine whether one or three judges are to be
appointed.  No person who is a candidate for office shall act as a judge.  The
judges of election shall do all such acts as may be proper to conduct the
election or vote with fairness to all shareholders, and shall make a written
report of any matter determined by them and execute a certificate of any fact
found by them, if requested by the chairman of the meeting or any shareholder or
his proxy.  If there be three judges of election the decision, act or
certificate of a majority,

shall be effected in all respects as the decision, act or certificate of all.

         Section 11.  Any action which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders who would
be entitled to vote at a meeting for such purpose and shall be filed with the
secretary of the corporation.

                                  ARTICLE III

                                   DIRECTORS

         Section 1.  The number of directors which shall constitute the whole
board shall be five (5).  The directors shall be elected at the annual meeting
of the shareholders, except as provided in Section 2 of this article, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders.

         Section 2.  Vacancies and newly created directorships resulting from
any increase in the authorized number of directors shall be filled by a majority
of the remaining number of the board, though less than a quorum and each person
so elected shall be a director until his successor is elected by the
shareholders, who may make such election at the next annual meeting of the
shareholders or at any special meeting duly called for that purpose and held
prior thereto.



         Section 3.  The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.  The board of directors of the corporation may hold
meetings, both regular and special, either within or without the Commonwealth of
Pennsylvania.

         One or more directors may participate in a meeting of the board or of a
committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

         Section 5.  The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the shareholders at
the meeting at which such directors were elected and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a majority of the whole board shall be present.  In the
event of the failure of the shareholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event such meeting is
not held at the time and place so fixed by the shareholders, the meeting may be
held at such






time and place as shall be specified in a notice given as hereinafter provided
for such meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6.  Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by resolution of at least a majority of the board at a duly convened
meeting, or by unanimous written consent.

         Section 7.  Special meetings of the board may be called by the
president on five (5) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

         Section 8.  At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum of the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.






         Section 9.  If all the directors shall severally or collectively
consent in writing to any action to be taken by the corporation, such action
shall be as valid a corporate action as though it had been authorized at a
meeting of the board of directors.


                                   COMMITTEES

         Section 10.  The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation.  The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee to the extent provided in such resolution or in these by-laws,
shall have and exercise the authority of the board of directors in the
management of the business and affairs of the corporation.  In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
The committees shall keep regular minutes of the proceedings and report the same
to the board when required.




                           COMPENSATION OF DIRECTORS

         Section 11.  Directors, as such shall not receive any stated salary for
their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed for attendance at each regular or special
meeting of the board or at meetings of the executive committee; provided that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.


                                   ARTICLE IV

                                    NOTICES


         Section 1.  Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation.  Notice by mail shall be
deemed to be given at the time when the same shall be mailed.  Notice to
directors may also be given by telegram.

         Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The president and secretary shall be natural persons of full age; the
treasurer may be a corporation but, if a natural person, shall be of full age.
The board of directors may also choose additional vice-presidents and one or
more assistant secretaries and assistant treasurers. Any number of the aforesaid
offices may be held by the same person.

         Section 2. The board of directors, immediately after each annual
meeting of shareholders, shall elect a president, who may, but need not be a
director, and the board shall also annually choose a vice-president, a secretary
and treasurer who nee not be members of the board.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors

may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                                 THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                              THE VICE-PRESIDENTS

         Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other

duties and have such other powers as the board of directors may from time to
time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the executive committee
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an assistant secretary.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the

absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the board of directors may form time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF SHARES

         Section 1. The certificates of shares of the corporation shall be
numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be. If more
than one class of shares is authorized, the certificate shall state that the
corporation will furnish to any shareholder, upon request and without charge a
full or summary statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued, and the
variations thereof between the shares of each series, and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.

         Section 2. Every share certificate shall be signed by the president or
vice-president and the secretary or an assistant secretary or the treasurer or
an assistant treasurer and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.

         Section 3. Where a certificate is signed by a transfer agent or an
assistant transfer agent or a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant secretary
may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

                               LOST CERTIFICATES

         Section 4. The board of directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the

issuance thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give that corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.

                              TRANSFERS OF SHARES

         Section 5. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate and record the
transaction upon its books.

                           CLOSING OF TRANSFER BOOKS

         Section 6. The board of directors may fix a time, not more than fifty
days, prior to the date of any meeting of shareholders or the date fixed for the
payment of any dividend or distribution or the date for the allotment of rights
or the date when any change or conversion or exchange of shares will be made or
go into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting or entitled to receive

payment of any such dividend or distribution or to receive any such allotment of
rights or to exercise the rights in respect to any such change, conversion or
exchange of shares. In such case only such shareholders as shall be shareholders
of record on the date so fixed shall be entitled to notice of and to vote at
such meeting or to receive payment of such dividend or to receive such allotment
of rights or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date so
fixed. The board of directors may close the books of the corporation against
transfers of shares during the whole or any part of such period and in such case
written or printed notice thereof shall be mailed at least ten days before the
closing thereof to each shareholder of record at the address appearing on the
records of the corporation or supplied by him to the corporation for the purpose
of notice.

                            REGISTERED SHAREHOLDERS

         Section 7. The corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge

that a fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.


                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the shares of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in its shares, subject to the provisions of
the articles of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.




                        FINANCIAL REPORT TO SHAREHOLDERS

         Section 3. The directors shall cause to be sent to the shareholders,
within 120 days after the close of the fiscal year, a financial statement as of
the closing date of the preceding fiscal year. Such financial statement shall
include a balance sheet as of the close of such year, together with statements
of income and surplus for such year, prepared so as to present fairly the
corporation's financial condition and the results of its operations. Such
statement need not be verified by a certified public accountant.




         We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

         We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Health & Tennis Corporation of America in exchange for the sum of $800.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred fifty (150) shares of its $1.00 par value common
stock to Holiday Fitness Holding Company in exchange for the sum of $150.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for fifty (50) shares of its $1.00 par value common stock to Frank
Bond in exchange for the sum of $50.00.

         We do hereby direct that the fiscal year end of the corporation shall
be July 31st.

         We do hereby designate the ___________________________ Bank as a
depository for the funds of this Corporation, direct that the appropriate
resolutions be executed by the Secretary




of the Corporation and a copy of said resolutions be retained as part of the
corporate records.

         We do hereby approve the form of certificate representing shares of the
corporation.

         We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.



                                             /s/ DONAHUE L. WILDMAN
                                             ------------------------------
                                              DONAHUE L. WILDMAN

                                             /s/ JACK L. CLARK
                                             ------------------------------
                                             JACK L. CLARK

                                             /s/ ROY ZURKOWSKI
                                             ------------------------------
                                             ROY ZURKOWSKI

                                             /s/ JEROME B. KAHN
                                             ------------------------------
                                             JEROME B. KAHN

                                             /s/ JOHN CIPOLLA
                                             ------------------------------
                                             JOHN CIPOLLA




                                             BEING ALL OF THE DIRECTORS OF SAID
                                             CORPORATION.


DATED:      February 13, 1983       .
       -----------------------------







         We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

         We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Health & Tennis Corporation of America in exchange for the sum of $800.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred fifty (150) shares of its $1.00 par value common
stock to Holiday Fitness Holding Company in exchange for the sum of $150.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for fifty (50) shares of its $1.00 par value common stock to Frank
Bond in exchange for the sum of $50.00.

         We do hereby direct that the fiscal year end of the corporation shall
be July 31st.

         We do hereby designate the ______________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions be
executed by the Secretary








of the Corporation and a copy of said resolutions be retained as part of the
corporate records.

         We do hereby approve the form of certificate representing shares of the
corporation.

         We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.

                                             /s/ DONAHUE L. WILDMAN
                                             ------------------------------
                                              DONAHUE L. WILDMAN

                                             /s/ JACK L. CLARK
                                             ------------------------------
                                             JACK L. CLARK

                                             /s/ ROY ZURKOWSKI
                                             ------------------------------
                                             ROY ZURKOWSKI


                                             ------------------------------
                                             JEROME B. KAHN

                                             /s/ JOHN CIPOLLA
                                             ------------------------------
                                             JOHN CIPOLLA


                                             BEING ALL OF THE DIRECTORS OF SAID
                                             CORPORATION.




DATED:   February 13, 1983      .
      --------------------------

                               [PICTURE OF EAGLE]

      NUMBER                                                        SHARES

       INCORPORATED UNDER THE LAWS          OF THE STATE OF PENNSYLVANIA

                      GREATER PHILLY NO. 1 HOLDING COMPANY

      AUTHORIZED CAPITAL STOCK 1,000 COMMON SHARES OF $1.00 PAR VALUE EACH

This Certifies That ____________________________________________ is the owner of
__________________________________________________ fully paid and non-assessable
      SHARES OF THE CAPITAL STOCK OF GREATER PHILLY NO. 1 HOLDING COMPANY,
transferable on the books of the Corporation in person or by duly authorized
Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and sealed with the Seal of the
Corporation,
this________________________day                of___________________AD 19_______

  ___________________________                    ____________________________
                 SECRETARY                                       PRESIDENT

EX-3.49

                                                                    EXHIBIT 3.49

                         [COMMONWEALTH OF PENNSYLVANIA
                           DEPARTMENT OF STATE SEAL]


                          CERTIFICATE OF INCORPORATION


                  OFFICE OF THE SECRETARY OF THE COMMONWEALTH

              TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:


WHEREAS, Under the provisions of the Laws of the Commonwealth, the Secretary of
the Commonwealth is authorized and required to issue a "Certificate of
Incorporation" evidencing the incorporation of an entity.

WHEREAS, The stipulations and conditions of the Law have been fully complied
with by

                     GREATER PHILLY NO. 2. HOLDING COMPANY

THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth, and
under the authority of the Laws thereof, I do by these presents, which I have
caused to be sealed with the Great Seal of the Commonwealth, declare and
certify the creation, erection and incorporation of the above in deed and in
law by the name chosen hereinbefore specified.
         Such corporation shall have and enjoy and shall be subject to all the
powers, duties, requirements, and restrictions, specified and enjoined in and
by the applicable laws of this Commonwealth.

                     GIVEN under my Hand and the Great Seal of the Commonwealth,
                           at the City of Harrisburg, this      19th       day
        [SEAL]             of          November             in the year of our
                           Lord one thousand nine hundred and eighty-two
                           and of the Commonwealth the two hundred seventh


                                          /s/ William R. Davis
                           ---------------------------------------------------
                                      Secretary of the Commonwealth




                                                                                           
                                                 PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:
          ARTICLES OF INCORPORATION              [X] DOMESTIC BUSINESS CORPORATION
                                                                                                  FEE
                                                 [ ] DOMESTIC BUSINESS CORPORATION                $75.00
        COMMONWEALTH OF PENNSYLVANIA                 A CLOSE CORPORATION - COMPLETE BACK
   DEPARTMENT OF STATE - CORPORATION BUREAU
306 NORTH OFFICE BUILDING, HARRISBURG, PA 17120  [ ] DOMESTIC PROFESSIONAL CORPORATION
                                                     ENTER BOARD LICENSE NO.



- --------------------------------------------------------------------------------
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER
15 P.S. 2908 B)
          Greater Philly No. 2 Holding Company
- --------------------------------------------------------------------------------
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)
 123 South Broad Street, c/o C T Corporation System
- --------------------------------------------------------------------------------
012 CITY             033 COUNTY               013 STATE            064 ZIP CODE
Philadelphia        Philadelphia             Pennsylvania              19109
- --------------------------------------------------------------------------------
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION



         to own and operate health club facilities; to own the securities of
         corporations owning and operating health club facilities in the State
         of Pennsylvania; and to do any and all acts incidental thereto
         permitted under the laws of the State of Pennsylvania.




(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- --------------------------------------------------------------------------------
The Aggregate Number of Shares, Classes of Shares and Par Value of Shares Which
the Corporation Shall have Authority to Issue:

040 Number and       041 Stated Par Value        042 Total           031 Term
Class of Shares      Per Share If Any        Authorized Capital    of Existence

  1000 Common             $1.00                   1,000             perpetual
- --------------------------------------------------------------------------------
The Name and Address of Each Incorporator, and the Number and Class of Shares
Subscribed to by each Incorporator

                  061, 062,                                       Number & Class
060 Name          063, 064 Address (Street, City, State, Zip Code)   of Shares
- --------------------------------------------------------------------------------
H. Robert Jochem  300 East Joppa Road, Towson, MD  21204            100 Common
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                   (ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- --------------------------------------------------------------------------------

IN TESTIMONY WHEREOF, THE INCORPORATOR (S) HAS (HAVE) SIGNED AND SEALED THE
ARTICLES OF INCORPORATION THIS 15th DAY OF November 1982.


                                        /s/ H. Robert Jochem
- ----------------------------------      ---------------------------------------
                                        H. ROBERT JOCHEM

- ----------------------------------      ---------------------------------------
- --------------------------------------------------------------------------------
                            - FOR OFFICE USE ONLY -
- --------------------------------------------------------------------------------
                                                                        
030 FILED                        002 CODE          003 REV BOX     SEQUENTIAL NO.   100 MICROFILM NUMBER
  NOV 19 1982                    Aib                                  124945
                                 --------------
                                 REVIEWED BY       -----------     --------------   --------------------------
                                 bb                004 SICC           AMOUNT        001 CORPORATION NUMBER
                                 --------------
/s/ William R. Davis             DATE APPROVED                         $ 75
                                 NOV 22 1982       -----------     --------------   --------------------------
                                 --------------
                                 DATE REJECTED     CERTIFY TO      INPUT BY         LOG IN    LOG IN (REFILE)
                                                   [X] REV.
                                 --------------    [X] L & I       --------------   --------------------------
SECRETARY OF THE COMMONWEALTH    MAILED BY DATE    [ ] OTHER       VERIFIED BY      LOG OUT   LOG OUT (REFILE)
     DEPARTMENT OF STATE
 COMMONWEALTH OF PENNSYLVANIA
    (PA. - 1343 - 2/23/82)

EX-3.50

                                                                    EXHIBIT 3.50




                      GREATER PHILLY NO. 2 HOLDING COMPANY

                                   * * * * *

                                 B Y - L A W S

                                   * * * * *


                                   ARTICLE I
                                    OFFICES

         Section 1. The registered office shall be located in the City of
Philadelphia, Commonwealth of Pennsylvania.

         Section 2. The corporation may also have offices at such other places
both within and without the Commonwealth of Pennsylvania as the board of
directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1. All meetings of the shareholders shall be held at such place
within or without the Commonwealth, as may be from time to time fixed or
determined by the board of directors.

         One or more shareholders may participate in a meeting of the
shareholders by means of conference telephone


or similar communications equipment by means of which all persons participating
in the meeting may hear each other.

         "Section 2. An annual meeting of the shareholders, commencing with the
year 1994, shall be held during the third week in January at a time and place as
determined by the board of directors, and, if a legal holiday, then on the next
secular day following, when they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting."

         Section 3. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at any time by the president, or a majority of the
board of directors, or the holders of not less than one-fifth of all the shares
issued and outstanding and entitled to vote at the particular meeting, upon
written request delivered to the secretary of the corporation. Such request
shall state the purpose or purposes of the proposed meeting. Upon receipt of any
such request, it shall be the duty of the secretary to call a special meeting of
the shareholders to be held at such time, not more than sixty days thereafter,
as the secretary may fix. If the secretary shall neglect to issue such call, the
person or persons making the request may issue the call.

         Section 4. Written notice of every meeting of the shareholders,
specifying the place, date and hour and the general nature of the business of
the meeting, shall be




served upon or mailed, postage prepaid, at least five days prior to the meeting,
unless a greater period of notice is required by statute, to each shareholder
entitled to vote thereat.

         Section 5. The officer having charge of the transfer books for shares
of the corporation shall prepare and make at least five days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each which list shall be kept on file at the registered office of
the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting.

         Section 6. Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.

         Section 7. The holders of a majority of the issued and outstanding
shares entitled to vote, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by statute or by the
articles of incorporation or by these by-laws. If, however, any meeting of
shareholders cannot be, organized because a quorum has not attended, the

shareholders entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine, but in the case of any meeting called for
the election of directors such meeting may be adjourned only from day to day or
for such longer periods not exceeding fifteen days each as the holders of a
majority of the shares present in person or by proxy shall direct, and those who
attend the second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At any
adjourned meeting at which a quorum shall be present or represented any business
may be transacted which might have been transacted at the meeting as originally
notified.

         Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the articles of incorporation or of these by-laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.

         Section 9. Each shareholder shall at every meeting of the shareholders
be entitled to one vote in person or by proxy for each share having voting power
held by such shareholder, but no proxy shall be voted on after

three years from its date, unless coupled with an interest, and, except where
the transfer books of the corporation have been closed or a date has been fixed
as a record date for the determination of its shareholders entitled to vote,
transferees of shares which are transferred on the books of the corporation
within ten days next preceding the date of such meeting shall not be entitled to
vote at such meeting.

         Section 10. In advance of any meeting of shareholders, the board of
directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder or his proxy, shall make such appointment at the meeting. The number
of judges shall be one or three. If appointed at a meeting on the request of one
or more shareholders or proxies, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. No person
who is a candidate for office shall act as a judge. The judges of election shall
do all such acts as may be proper to conduct the election or vote with fairness
to all shareholders, and shall make a written report of any matter determined by
them and execute a certificate of any fact found by them, if requested by the
chairman of the meeting or any shareholder or his proxy. If there be three
judges of election the decision, act or certificates of a majority,

shall be effected in all respects as the decision, act or certificate of all.

         Section 11. Any action which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders who would
be entitled to vote at a meeting for such purpose and shall be filed with the
secretary of the corporation.

                                  ARTICLE III

                  BE IT FURTHER RESOLVED, that Article III of the Company's
         By-laws are amended so that the Board of Directors of the Company shall
         consist of five (5) members, each of whom shall serve until his
         successor is duly elected and qualified.

         The directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 2 of this article, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders.

         Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors shall be filled by a
majority of the remaining number of the board, though less than a quorum and
each person so elected shall be a director until his successor is elected by
the shareholders, who may make such election at the next annual meeting of the
shareholders or at any special meeting duly called for that purpose and held
prior thereto.

         Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.

         One or more directors may participate in a meeting of the board or of a
committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the shareholders at
the meeting at which such directors were elected and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a majority of the whole board shall be present. In the
event of the failure of the shareholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event such meeting is
not held at the time and place so fixed by the shareholders, the meeting may be
held at such

time and place as shall be specified in a notice given as hereinafter provided
for such meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by resolution of at least a majority of the board at a duly convened
meeting, or by unanimous written consent.

         Section 7. Special meetings of the board may be called by the president
on five (5) days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors.

         Section 8. At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until quorum shall be present.

         Section 9. If all the directors shall severally or collectively consent
in writing to any action to be taken by the corporation, such action shall be as
valid a corporation action as though it had been authorized at a meeting of the
board of directors.


                                   COMMITTEES

         Section 10. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee to the extent provided in such resolution or in these by-laws,
shall have and exercise the authority of the board of directors in the
management of the business and affairs of the corporation. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
The committees shall keep regular minutes of the proceedings and report the same
to the board when required.

                           COMPENSATION OF DIRECTORS

         Section 11. Directors, as such shall not receive any stated salary for
their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed for attendance at each regular or special
meeting of the board or at meetings of the executive committee; provided that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.


                                   ARTICLE IV

                                    NOTICES

         Section 1. Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed.  Notice to
directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The president and secretary shall be natural persons of full age; the
treasurer may be a corporation but, if a natural person, shall be of full age.
The board of directors may also choose additional vice-presidents and one or
more assistant secretaries and assistant treasurers. Any number of the aforesaid
offices may be held by the same person.

         Section 2. The board of directors, immediately after each annual
meeting of shareholders, shall elect a president, who may, but need not be a
director, and the board shall also annually choose a vice-president, a secretary
and a treasurer who need not be members of the board.

         Section 3. The board of directors may appoint such officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors

may be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.


                                 THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.


                              THE VICE-PRESIDENTS

         Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other

duties and have such other powers as the board of directors may from time to
time prescribe.


                    THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the executive committee
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an assistant secretary.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the

absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.


                                   ARTICLE VI

                             CERTIFICATES OF SHARES

         Section 1. The certificates of shares of the corporation shall be
numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be. If more
than one class of shares is authorized, the certificate shall state that the
corporation will furnish to any shareholder, upon request and without charge a
full or summary statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued, and the
variations thereof between the shares of each series, and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.

         Section 2. Every share certificate shall be signed by the president or
vice-president and the secretary or an assistant secretary or the treasurer or
an assistant treasurer and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.

         Section 3. Where a certificate is signed by a transfer agent or an
assistant transfer agent or a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant secretary
may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.


                               LOST CERTIFICATES

         Section 4. The board of directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the

issuance thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.


                              TRANSFERS OF SHARES

         Section 5. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                            CLOSING OF TRANSFER BOOKS

         Section 6. The board of directors may fix a time, not more than fifty
days, prior to the date of any meeting of shareholders or the date fixed for the
payment of any dividend or distribution or the date for the allotment of rights
or the date when any change or conversion or exchange of shares will be made or
go into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting or entitled to receive

payment of any such dividend or distribution or to receive any such allotment of
rights or to exercise the rights in respect to any such change, conversion or
exchange of shares. In such case only such shareholders as shall be shareholders
of record on the date so fixed shall be entitled to notice of and to vote at
such meeting or to receive payment of such dividend or to receive such allotment
of rights or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date so
fixed. The board of directors may close the books of the corporation against
transfers of shares during the whole or any part of such period and in such case
written or printed notice thereof shall be mailed at least ten days before the
closing thereof to each shareholder of record at the address appearing on the
records of the corporation or supplied by him to the corporation for the purpose
of notice.


                            REGISTERED SHAREHOLDERS

         Section 7. The corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge

that a fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.


                                  ARTICLE VII

                               GENERAL PROVISIONS

                                   DIVIDENDS

         Section 1. Dividends upon the shares of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in its shares, subject to the provisions of
the articles of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                        FINANCIAL REPORT TO SHAREHOLDERS

         Section 3. The directors shall cause to be sent to the shareholders,
within 120 days after the close of the fiscal year, a financial statement as of
the closing date of the preceding fiscal year. Such financial statement shall
include a balance sheet as of the close of such year, together with statements
of income and surplus for such year, prepared so as to present fairly the
corporation's financial condition and the results of its operations. Such
statement need not be verified by a certified public accountant.

         We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

         We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Greater Philly No. 1 Holding Company in exchange for the sum of $800.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred (100) shares of its $1.00 par value common stock to
Sandor Feher in exchange for the sum of $100.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred (100) shares of its $1.00 par value common stock to
John Cipolla in exchange for the sum of $100.00.

         We do hereby direct that the fiscal year end of the corporation shall
by July 31st.

         We do hereby designate the ______________________________ Bank as a
depository for the funds of this Corporation, direct that the appropriate
resolutions be executed by the Secretary

of the Corporation and a copy of said resolutions be retained as part of the
corporate records.

         We do hereby approve the form of certificate representing shares of the
corporation.

         We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.


                                   /s/ DONAHUE L. WILDMAN
                                   ----------------------------------------
                                   DONAHUE L. WILDMAN


                                   /s/ JACK L. CLARK
                                   ----------------------------------------
                                   JACK L. CLARK


                                   /s/ ROY ZURKOWSKI
                                   ----------------------------------------
                                   ROY ZURKOWSKI


                                   /s/ H. ROBERT JOCHEM
                                   ----------------------------------------
                                   H. ROBERT JOCHEM


                                   ----------------------------------------
                                   JEROME B. KAHN


                                   /s/ JOHN CIPOLLA
                                   ----------------------------------------
                                   JOHN CIPOLLA


                                   /s/ SANDOR FEHER
                                   ----------------------------------------
                                   SANDOR FEHER

                                   BEING ALL OF THE DIRECTORS OF SAID
                                   CORPORATION.


DATED:  FEBRUARY 13, 1983.
        -----------------

         We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

         We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Greater Philly No. 1 Holding Company in exchange for the sum of $800.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred (100) shares of its $1.00 par value common stock to
Sandor Feher in exchange for the sum of $100.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred (100) shares of its $1.00 par value common stock to
John Cipolla in exchange for the sum of $100.00.

         We do hereby direct that the fiscal year end of the corporation shall
be July 31st.

         We do hereby designate the _______________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions be
executed by the Secretary

of the Corporation and a copy of said resolutions be retained as part of the
corporate records.

         We do hereby approve the form of certificate representing shares of the
corporation.

         We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.


                                   /s/ DONAHUE L. WILDMAN
                                   ----------------------------------------
                                   DONAHUE L. WILDMAN


                                   /s/ JACK L. CLARK
                                   ----------------------------------------
                                   JACK L. CLARK


                                   /s/ ROY ZURKOWSKI
                                   ----------------------------------------
                                   ROY ZURKOWSKI


                                   /s/ H. ROBERT JOCHEM
                                   ----------------------------------------
                                   H. ROBERT JOCHEM


                                   /s/ JEROME B. KAHN
                                   ----------------------------------------
                                   JEROME B. KAHN


                                   /s/ JOHN CIPOLLA
                                   ----------------------------------------
                                   JOHN CIPOLLA


                                   /s/ SANDOR FEHER
                                   ----------------------------------------
                                   SANDOR FEHER

                                   BEING ALL OF THE DIRECTORS OF SAID
                                   CORPORATION.


DATED:  FEBRUARY 13, 1983.
        -----------------

EX-3.51

                                                                   Page 1

                                                                    EXHIBIT 3.51




               [DELAWARE STATE OFFICE OF SECRETARY OF STATE SEAL]


                            -----------------------

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF HEALTH & TENNIS CORPORATION OF NEW YORK FILED IN THIS OFFICE
ON THE TWENTY-SEVENTH DAY OF JANUARY, A.D. AT 10 O'CLOCK A.M.




[DELAWARE SECRETARY OF STATE SEAL]         /s/ Michael Harkins
                                           -----------------------------------
                                           Michael Harkins, Secretary of State

                                           AUTHENTICATION:  2044731

                                                     DATE:   01/27/1989

                          CERTIFICATE OF INCORPORATION

                                       OF

                    HEALTH & TENNIS CORPORATION OF NEW YORK

         FIRST: The name of the Corporation is Health & Tennis Corporation of
New York.

         SECOND: The address of its registered office in the State of Delaware
is No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

         THIRD: The nature of the business or purposes to be conducted or
promoted is:

                  To engage in any lawful act or activity for which
         corporations may be organized under the General Corporation Law of
         Delaware.

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Three Thousand (3,000) and the par value of each of
such shares is One Cent ($.01).

         FIFTH: The name and mailing address of the Incorporator is as follows:

          NAME                         MAILING ADDRESS
          ----                         ---------------

    ACFB Incorporated                 850 Euclid Avenue
                                      1100 Citizens Building
                                      Cleveland, Ohio 44114

         SIXTH: The Corporation is to have perpetual existence.

         SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:

                  To make, alter or repeal the by-laws of the Corporation.

                  To authorize and cause to be executed mortgages and liens upon
         the real property of the Corporation.

                  To set apart out of any of the funds of the Corporation
         available for dividends a reserve or reserves for any proper purpose
         and to abolish any such reserve in the  manner in which it was created.

                  By a majority of the whole board, to designate one or more
         committees, each committee to consist of one or more of the directors
         of the Corporation. The board may designate one or more directors as

         alternate members of any committee, who may replace any absent or
         disqualified member at any meeting of the committee. The by-laws may
         provide that in the absence or disqualification of a member of a
         committee, the member or members thereof present at any meeting and not
         disqualified from voting, whether or not he or they constitute a
         quorum, may unanimously appoint another member of the board of
         directors to act at the meeting in the place of any such absent or
         disqualified member. Any such committee, to the extent provided in the
         resolution of the board of directors, or in the by-laws of the
         Corporation, shall have and may exercise all of the powers and
         authority of the board of directors in the management of the business
         and affairs of the Corporation, and may authorize the seal of the
         Corporation to be affixed to all papers which may require it; but no
         such committee shall have the power or authority in reference to
         amending the certificate of incorporation, adopting an agreement of
         merger or consolidation, recommending to the stockholders the sale,
         lease or exchange of all or substantially all of the Corporation's
         property and assets, recommending to the stockholders a dissolution of
         the Corporation or a revocation of a dissolution, or amending the
         by-laws of the Corporation; and unless the resolution or by-laws
         expressly so provide, no such committee shall have the power or
         authority to declare a dividend or to authorize the issuance of stock.

                  When and as authorized by the stockholders in accordance with
         statute, to sell, lease or exchange all or substantially all of the
         property and assets of the Corporation, including its good will and its
         corporate franchises, upon such terms and conditions and for such
         consideration, which may consist, in whole or in part, of money or
         property, including shares of stock in, and/or other securities of, any
         other corporation or corporations, as its board of directors shall deem
         expedient and for the best interests of the Corporation.

         EIGHT: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders of class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be
and also on this Corporation.


                                      -2-

         NINTH: Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the Corporation. Elections of directors
need not be by written ballot unless the by-laws of the Corporation shall so
provide.

         TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         ELEVENTH: No Director shall be personally liable to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (1) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for
any transaction from which the Director derived an improper personal benefit. If
the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of Directors, then the
liability of a Director of the Corporation, in addition to the limitations on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law. Any repeal or
modification of this Article shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a Director of the Corporation
existing at the time of such repeal or modification.

         TWELFTH: A. Each person who was or is made a party to or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceed"), by
reason of the fact that he or she, or a person or whom he or she is the legal
representative, is or was a Director or officer of the Corporation or is or was
serving at the request of the Corporation as a Director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
Director, officer, employee or agent or in any other capacity while serving as a
Director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgements, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
subsection B of this Article, the Corporation shall indemnify any such person


                                      -3-

seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a Director or officer in his or her capacity as a
Director or officer (and not in any other capacity in which service was or is
rendered by such person while a Director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such Director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such Director or
officer is not entitled to be indemnified under this Article or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of Directors and officers.

         B. If a claim under subsection A of this Article is not paid in full by
the Corporation within thirty (30) days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other  than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board or
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including the Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

         C. The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of this Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
Directors or otherwise.

         D. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation


                                      -4-

would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

         E. As used in this Article, references to "the Corporation" shall
include, in addition to the resulting or surviving corporation, any constituent
corporation absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
Directors, officers, employees and agents, so that any person who is or was a
Director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a Director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

         F. If this Article or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Director, officer, employee and agent of the
Corporation as to expenses (including attorneys' fees), judgements, fines and
amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including a grand jury
proceeding and an action by the Corporation, to the fullest extent permitted by
any applicable portion of this Article that shall not have been invalidated or
by any other applicable law.

         THE UNDERSIGNED, being the Incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is its act and deed and the facts herein stated are true, and
accordingly have hereunto set its hand this 26th day of January, 1989.


                                    ACFB INCORPORATED
ATTEST:                             Incorporator

By: /s/ Irving Berliner             By: /s/ Lawrence M. Bell
   ----------------------------         ------------------------------------
   Irving Berliner, Assistant           Lawrence M. Bell, President
     Secretary

EX-3.52

                                                                    EXHIBIT 3.52

                                    BY-LAWS

                                       OF

                    HEALTH & TENNIS CORPORATION OF NEW YORK


                                   ARTICLE I

                                  STOCKHOLDERS

         Section 1. Place of Stockholders' Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within or
outside the State of Delaware, as may be fixed by the Board of Directors from
time to time or as shall be specified in the respective notices thereof.

         Section 2. Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders, commencing with the year 1990, shall be held on
such day and at such time as the Directors may determine from time to time by
resolution, at which meeting the stockholders shall elect, by a plurality of the
votes casts at such election, a Board of Directors, and transact such other
business as may properly be brought before the meeting. If for any reason a
Board of Directors shall not be elected at the Annual Meeting of Stockholders,
or if it appears that such Annual Meeting is not held on such date as may be
fixed by the Directors in accordance with the provisions of the By-laws, then in
either such event the Directors shall cause the election to be held as soon
thereafter as convenient.

         Section 3. Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, the
Vice-Chairman of the Board, the President or any Vice-President, the Secretary
or by the Board of Directors, and shall be called by any of the foregoing at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the meeting.

         Section 4. Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Delaware, not less than ten days
nor more than sixty days before the date of every stockholders' meeting the
Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation.

         An Affidavit of the Secretary or an Assistant Secretary or of a
transfer agent of the Corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.



         Section 5. Quorum of Stockholders.

                  (a) Unless otherwise provided by the laws of Delaware, at any
         meeting of the stockholders the presence in person or by proxy of
         stockholders entitled to cast a majority of the votes thereat shall
         constitute a quorum.

                  (b) At any meeting of the stockholders at which a quorum shall
         be present, a majority of those present in person or by proxy may
         adjourn the meeting from time to time without notice other than
         announcement at the meeting. In the absence of a quorum, the officer
         presiding thereat shall have power to adjourn the meeting from time to
         time until a quorum shall be present. Notice of any adjourned meeting
         other than announcement at the meeting shall not be required to be
         given, except as provided in paragraph (d) below and except where
         expressly required by law.

                  (c) At any adjourned meeting at which a quorum shall be
         present, any business may be transacted which might have been
         transacted at the meeting originally called, but only those
         stockholders entitled to vote at the meeting as originally noticed
         shall be entitled to vote at any adjournment or adjournments thereof,
         unless a new record date is fixed by the Board of Directors.

                  (d) If an adjournment is for more than thirty days, or if
         after the adjournment a new record date is fixed for the adjourned
         meeting, a notice of the adjourned meeting shall be given to each
         stockholder of record entitled to vote at the adjourned meeting.

         Section 6. Chairman and Secretary of Meeting. The Chairman, or in his
absence, the Vice-Chairman, or in his absence, the President, or in his absence,
any Vice President, shall preside at meetings of the stockholders. The Secretary
shall act as secretary of the meeting, or in his absence an Assistant Secretary
shall act, or if neither is present, then the presiding officer shall appoint a
person to act as secretary of the meeting.

         Section 7. Voting by Stockholders. Except as may be otherwise provided
by the Certificate of Incorporation or by these By-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation on the record date
for the meeting. All elections and questions shall be decided by the vote of a
majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Delaware, the Certificate of Incorporation or these
By-laws.

         Section 8. Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.



                                      -2-

         Section 9. List of Stockholders.

                  (a) At least ten days before every meeting of stockholders,
         the Secretary shall prepare or cause to be prepared a complete list of
         the stockholders entitled to vote at the meeting, arranged in
         alphabetical order and showing the address of each stockholder and the
         number of shares registered in the name of each stockholder.

                  (b) During ordinary business hours, for a period of at least
         ten days prior to the meeting, such list shall be open to examination
         by any stockholder for any purpose germane to the meeting, either at a
         place within the city where the meeting is to be held, which place
         shall be specified in the notice of the meeting, or if not so
         specified, at the place where the meeting is to be held.

                  (c) The list shall also be produced and kept at the time and
         place of the meeting during the whole time of the meeting, and it may
         be inspected by any stockholder who is present.

                  (d) The stock ledger shall be the only evidence as to who are
         the stockholders entitled to examine the stock ledger, the list
         required by this Section or the books of the Corporation, or to vote in
         person or by proxy at any meeting of stockholders.

         Section 10. Action by Consent without Meeting. (See last page of
by-laws)

                                   ARTICLE II

                                   DIRECTORS

         Section 1. Powers of Directors. The property, business and affairs of
the Corporation shall be managed by its Board of Directors, which may exercise
all the powers of the Corporation except such as are by the laws of Delaware or
the Certificate of Incorporation or these By-laws required to be exercised or
done by the stockholders.

         Section 2. Number, Method of Election, Terms of Office of Directors.
The number of Directors which shall constitute the whole Board of Directors
shall be such as from time to time shall be determined by resolution of the
Board of Directors, but the number shall not be less than three, provided that
the tenure of a Director shall not be affected by any decrease in the number of
Directors so made by the Board. Each Director shall hold office until his
successor is elected and qualified, provided however that a Director may resign
at any time.

         Section 3. Vacancies on Board of Directors.

                  (a) Any Director may resign his office at any time by
         delivering his resignation in writing to the Chairman or the President
         or the Secretary. It will take effect at the time specified therein, or
         if no time is specified, it will be effective at the time of its
         receipt by the Corporation. The acceptance of a resignation shall not
         be necessary to make it effective, unless expressly so provided in the
         resignation.


                                      -3-

                  (b) Any vacancy or newly created Directorship resulting from
         any increase in the authorized number of Directors may be filled by
         vote of a majority of the Directors then in office, though less than a
         quorum, and any Director so chosen shall hold office until the next
         annual election of Directors by the stockholders and until his
         successor is duly elected and qualified, or until his earlier
         resignation or removal.

         Section 4. Meetings of the Board of Directors.

                  (a) The Board of Directors may hold their meetings, both
         regular and special, either within or outside the State of Delaware.

                  (b) Regular meetings of the Board of Directors may be held
         without notice at such time and place as shall from time to time be
         determined by resolution of the Board of Directors.

                  (c) The first meeting of each newly elected Board of Directors
         except the initial Board of Directors shall be held as soon as
         practicable after the Annual Meeting of the stockholders for the
         election of officers and the transaction of such other business as may
         come before it.

                  (d) Special meetings of the Board of Directors shall be held
         whenever called by direction of the Chairman or the President or at the
         request of Directors constituting one-third of the number of Directors
         then in office, but not less than two Directors.

                  (e) The Secretary shall give notice to each Director of any
         meeting of the Board of Directors by mailing the same at least two days
         before the meeting or by telegraphing or delivering the same not later
         than the day before the meeting. Such notice need not include a
         statement of the business to be transacted at, or the purpose of, any
         such meeting. Any and all business may be transacted at any meeting of
         the Board of Directors. No notice of any adjourned meeting need be
         given. No notice to or waiver by any Director shall be required with
         respect to any meeting at which the Director is present.

         Section 5. Quorum and Action. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business; but if
there shall be less than a quorum at any meeting of the Board, a majority of
those present may adjourn the meeting from time to time. Unless otherwise
provided by the laws of Delaware, the Certificate of Incorporation or these
By-laws, the act of a majority of the Directors present at any meeting at which
a quorum is present shall be the act of the Board of Directors.

         Section 6. Presiding Officer and Secretary of Meeting. The Chairman
or, in his absence, a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officers shall
appoint a secretary of the meeting.


                                      -4-

         Section 7. Action by Consent Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.

         Section 8. Executive Committee. The Board of Directors may appoint from
among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may by resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice-Chairman of the
Board, who shall be the presiding officer of the Committee. During the intervals
between the meetings of the Board, the Executive Committee shall possess and may
exercise all of the powers of the Board in the management of the business and
affairs of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the same to the
Board. A majority of the members of the Committee shall constitute a quorum. The
act of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.

         Section 9. Other Committees. The Board of Directors may also appoint
from among its members such other committees of two or more Directors as it may
from time to time deem desirable, and may delegate to such committees such
powers of the Board as it may consider appropriate.

         Section 10. Compensation of Directors. Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.

                                  ARTICLE III

                                    OFFICERS

         Section 1. Executive Officers of the Corporation. The executive
officers of the Corporation shall be chosen by the Board of Directors and shall
be a Chairman of the Board, a Vice-Chairman of the Board, a President, a
Vice-President, a Secretary and a Treasurer. Any two offices except those of
Chairman of the Board and Vice-Chairman of the Board, President and Vice-
President, or President and Secretary may be filled by the same person.

         Section 2. Choosing of Executive Officers. The Board of Directors at
its first meeting after each Annual Meeting of Stockholders shall choose a
Chairman of the Board, a Vice-Chairman of the Board, a President, a
Vice-President, a Secretary and a Treasurer, none of whom need be a member of
the Board, except the Chairman of the Board, the Vice-Chairman of the Board and
the President.




                                      -5-

         Section 3. Additional Officers. The Board of Directors may appoint
additional Vice Presidents, Assistant Secretaries, Assistant Treasurers and such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

         Section 4. Salaries. The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.

         Section 5. Term, Removal and Vacancies. The officers of the Corporation
shall hold office until their respective successors are chosen and qualify. Any
officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

         Section 6. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the stockholders and
shall be the chief executive officer of the Company. He shall have general
charge and supervision of the business of the Company and shall exercise and
perform all the duties incident to the office of the Chief Executive Officer. He
shall have direct supervision of the other officers and shall also exercise and
perform such powers and duties as may be assigned to him by the Board of
Directors. In the absence or disability of the Chairman of the Board: (a) the
Vice-Chairman of the Board shall preside at all meetings of the Board of
Directors and of the stockholders, and (b) the powers and duties of the Chairman
of the Board shall be exercised jointly by the Vice-Chairman of the Board and
the president until such authority is altered by action of the Board of
Directors. The Chairman of the Board shall present to the Annual Meeting of
Stockholders a report of the business of the preceding fiscal year.

         Section 7. Vice Chairman of the Board. The Vice-Chairman of the Board
shall have such powers and perform such duties as are provided in these By-laws
or as may be delegated to him by the Chairman of the Board, and shall perform
such other duties as may from time to time be assigned to him by the Board of
Directors.

         Section 8. Presidents. The President shall have such powers and perform
such duties as are provided in these By-laws or as may be delegated to him by
the Chairman of the Board, and shall perform such other duties as may from time
to time be assigned to him by the Board of Directors. In the absence of the
Chairman of the Board and the Vice-Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and the stockholders.

         Section 9. Powers and Duties of Vice-Presidents. Any Vice-President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. Each Vice-President shall have such other powers
and shall perform such other duties as may be assigned to him by the Board.




                                      -6-

         Section 10. Powers and Duties of Treasurer and Assistant Treasurers.

                  (a) The Treasurer shall have the care and custody of all the
         funds and securities of the Corporation except as may be otherwise
         ordered by the Board of Directors, and shall cause such funds to be
         deposited to the credit of the Corporation in such banks or
         depositories as may be designated by the Board of Directors, the
         Chairman, the President or the Treasurer, and shall cause such
         securities to be placed in safekeeping in such manner as may be
         designated by the Board of Directors, the Chairman, the President or
         the Treasurer.

                  (b) The Treasurer, or an Assistant Treasurer, or such other
         person or persons as may be designated for such purpose by the Board of
         Directors, the Chairman, the President or the Treasurer, may endorse in
         the name and on behalf of the Corporation all instruments for the
         payment of money, bills of lading, warehouse receipts, insurance
         policies and other commercial documents requiring such endorsements.

                  (c) The Treasurer, or an Assistant Treasurer, or such other
         person or persons as may be designated for such purpose by the Board of
         Directors, the Chairman, the President or the Treasurer, may sign all
         receipts and vouchers for payments made to the Corporation; he shall
         render a statement of the cash account of the Corporation to the Board
         of Directors as often as it shall require the same; he shall enter
         regularly in books to be kept by him for that purpose full and accurate
         accounts of all moneys received and paid by him on account of the
         Corporation and of all securities received and delivered by the
         Corporation.

                  (d) Each Assistant Treasurer shall perform such duties as may
         from time to time be assigned to him by the Treasurer or by the Board
         of Directors. In the event of the absence of the Treasurer or his
         incapacity or inability to act, then any Assistant Treasurer may
         perform any of the duties and may exercise any of the powers of the
         Treasurer.

         Section 11. Powers and Duties of Secretary and Assistant Secretaries.

                  (a) The Secretary shall attend all meetings of the Board, all
         meetings of the stockholders, and shall keep the minutes of all
         proceedings of the stockholders and the Board of Directors in proper
         books provided for that purpose. The Secretary shall attend to the
         giving and serving of all notices of the Corporation in accordance with
         the provisions of the By-laws and as required by the laws of Delaware.
         The Secretary may, with the President, a Vice-President or other
         authorized officer, sign all contracts and other documents in the name
         of the Corporation. He shall perform such other duties as may be
         prescribed in these By-laws or assigned to him and all other acts
         incident to the position of Secretary.

                  (b) Each Assistant Secretary shall perform such duties as may
         from time to time be assigned to him by the Secretary or by the Board
         of Directors. In the event of the absence of the Secretary or his



                                      -7-

         incapacity or inability to act, then any Assistant Secretary may
         perform any of the duties and may exercise any of the powers of the
         Secretary.

                  (c) In no case shall the Secretary or any Assistant Secretary,
         without the express authorization and direction of the Board of
         Directors, have any responsibility for, or any duty or authority with
         respect to, the withholding or payment of any federal, state or local
         taxes of the Corporation, or the preparation or filing of any tax
         return.


                                   ARTICLE IV

                                 CAPITAL STOCK

         Section 1. Stock Certificates.

                  (a) Every holder of stock in the Corporation shall be entitled
         to have a certificate signed in the name of the Corporation by the
         Chairman or the President or the Vice-Chairman or a Vice-President, and
         by the Treasurer or an Assistant Treasurer or the Secretary or an
         Assistant Secretary, certifying the number of shares owned by him.

                  (b) If such a certificate is countersigned by a transfer agent
         other than the Corporation or its employee, or by a registrar other
         than the Corporation or its employee, the signatures of the officers of
         the Corporation may be facsimiles and, if permitted by Delaware law,
         any other signature on the certificate may be a facsimile.

                  (c) In case any officer who has signed or whose facsimile
         signature has been placed upon a certificate shall have ceased to be
         such officer before such certificate is issued, it may be issued by the
         Corporation with the same effect as if he were such officer at the date
         of issue.

                  (d) Certificates of stock shall be issued in such form not
         inconsistent with the Certificate of Incorporation as shall be approved
         by the Board of Directors. They shall be numbered and registered in
         the order in which they are issued.  No certificate shall be issued
         until fully paid.

         Section 2. Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Delaware.

         Section 3. Transfer of Record Ownership. Transfers of stock shall be
made on the books of the Corporation only by direction of the person named in
the certificate or his attorney, lawfully constituted in writing, and only



                                      -8-

upon the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby. Whenever any transfer of stock shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.

         Section 4. Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time may
authorize.

         Section 5. Transfer Agent, Registrar, Rules Respecting Certificates.
The Corporation shall maintain one or more transfer offices or agencies where
stock of the Corporation shall be transferable. The Corporation shall also
maintain one or more registry offices where such stock shall be registered. The
Board of Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.

         Section 6. Fixing Record Date for Determination of Stockholders of
Record. The Board of Directors may fix in advance a date as the record date for
the purpose of determining the stockholders entitled to notice of, or to vote
at, any meeting of the stockholders or any adjournment thereof, or the
stockholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall not be more than sixty days nor less than ten days before the date of
a meeting of the stockholders, nor more than sixty days prior to any other
action requiring such determination of the stockholders.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.


                                   ARTICLE V

                       SECURITIES HELD BY THE CORPORATION

         Section 1. Voting. Unless the Board of Directors shall otherwise order,
the Chairman, the Vice-Chairman, the President, any Vice-President or the
Treasurer shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of the stockholders of any corporation in
which the Corporation may hold stock and at such meeting to exercise any or all
rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to act
as aforesaid. The Board of Directors from time to time may confer like powers
upon any other person or persons.



                                      -9-

         Section 2. General Authorization to Transfer Securities Held by the
Corporation.

                  (a) Any of the following officers, to-wit: the Chairman, the
         President, any Vice-President, the Treasurer or the Secretary of the
         Corporation shall be and are hereby authorized and empowered to
         transfer, convert, endorse, sell, assign, set over and deliver any and
         all shares of stock, bonds, debentures, notes, subscription warrants,
         stock purchase warrants, evidences of indebtedness, or other securities
         now or hereafter standing in the name of or owned by the Corporation,
         and to make, execute and deliver under the seal of the Corporation any
         and all written instruments of assignment and transfer necessary or
         proper to effectuate the authority hereby conferred.

                  (b) Whenever there shall be annexed to any instrument of
         assignment and transfer executed, pursuant to and in accordance with
         the foregoing paragraph (a), a certificate of the Secretary or an
         Assistant Secretary of the Corporation in office at the date of such
         certificate setting forth the provisions hereof and stating that they
         are in full force and effect and setting forth the names of persons who
         are then officers of the Corporation, then all persons to whom such
         instrument and annexed certificate shall thereafter come shall be
         entitled, without further inquiry or investigation and regardless of
         the date of such certificate, to assume and to act in reliance upon the
         assumption that the shares of stock or other securities named in such
         instrument were theretofore duly and properly transferred, endorsed,
         sold, assigned, set over and delivered by the Corporation, and that
         with respect to such securities the authority of these provisions of
         the By-laws and of such officers is still in full force and effect.


                                   ARTICLE VI

                                   DIVIDENDS

         Section 1. Declaration of Dividends. Dividends upon the capital stock
of the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law.  Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation.

         Section 2. Payment and Reserves. Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Directors shall think conducive to
the interest of the Corporation, and the directors may modify or abolish any
such reserves in the manner in which they were created.




                                      -10-

         Section 3. Record Date. The Board of Directors may, to the extent
provided by law, prescribe a period, in no event in excess of sixty (60) days,
prior to the date for payment of any dividend, as a record date for the
determination of stockholders entitled to receive payment of any such dividend,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on said date so fixed shall be entitled to receive
payment of such dividend, notwithstanding any transfer of any stock on the books
of the Corporation after any such record date fixed as aforesaid.


                                  ARTICLE VII

                               GENERAL PROVISIONS

         Section 1. Signatures of Officers. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.

         Section 2. Fiscal Year. The fiscal year of the Corporation shall be as
fixed by resolution of the Board of Directors.

         Section 3. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal, Delaware". Said seal may be used for causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.


                                  ARTICLE VIII

                      WAIVER OF OR DISPENSING WITH NOTICE

         Whenever any notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws of
Delaware, the Certificate of Incorporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the holding thereof, or actual attendance at the meeting in person, or
in the case of the stockholders, by his attorney-in-fact, shall be deemed
equivalent to the giving of such notice to such persons.  No notice need be
given to any person with whom communication is made unlawful by any law of the
United States or any rule, regulation, proclamation or executive order issued
under any such law.


                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

         These By-laws, or any of them, may from time to time be supplemented,
amended or repealed by the Board of Directors, or by the vote of a majority in
interest of the stockholders represented and entitled to vote at any meeting at
which a quorum is present.


                                      -11-

EX-3.53

                                                                    EXHIBIT 3.53


                          CERTIFICATE OF INCORPORATION

                                       OF

                  HOLIDAY HEALTH CLUBS OF THE EAST COAST, INC.

                                   # # # # #

         1. The name of the corporation is

                  HOLIDAY HEALTH CLUBS OF THE EAST COAST, INC.

         2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle.  The
name of its registered agent at such address is The Corporation Trust Company.

         3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         4. The total number of shares of stock which the corporation shall have
authority to issue is one thousand (1,000); all of such shares shall be without
par value.

         5A. The name and mailing address of each incorporator is as follows:


          NAME                     MAILING ADDRESS
          ----                     ---------------
  M. A. Ferrucci              100 West Tenth Street
                              Wilmington, Delaware 19801

  B. A. Schuman               100 West Tenth Street
                              Wilmington, Delaware 19801

  E. L. Kinsler               100 West Tenth Street
                              Wilmington, Delaware 19801


         5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:

       NAME                   MAILING ADDRESS
       ----                   ---------------

Donahue L. Wildman       Chicago Health Clubs, Inc.
                         230 West Monroe Street
                         Chicago, Illinois 60606

Jack L. Clark            7880 Avenida Kirjah
                         La Jolla, California 92037

Roy Zurkowski            451 Goodhue
                         Bloomfield Hills, MI  48013

Frank Bond               13414 Blyethenia Road
                         Phoenix, Maryland  21131

         6. The corporation is to have perpetual existence.

         7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

         To make, alter or repeal the by-laws of the corporation.

         To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

         To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

         By a majority of the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any





                                      -2-

committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or by-laws, expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

         When and as authorized by the stockholders in accordance with statute,
to sell, lease or exchange all or substantially all of the property and assets
of the corpo-




                                      -3-

ration, including its good will and its corporate franchises, upon such terms
and conditions and for such consideration, which may consist in whole or in part
of money or property including shares of stock in, and/or other securities of,
any other corporation or corporations, as its board of directors shall deem
expedient and for the best interest of the corporation.

         8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

         Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

         9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.



                                      -4-

         WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 21st day of
July, 1981.



                                        M.A. Ferrucci
                                        -----------------------------------
                                        M.A. Ferrucci

                                        B.A. Schuman
                                        -----------------------------------
                                        B.A. Schuman

                                        E.L. Kinsler
                                        -----------------------------------
                                        E.L. Kinsler




                                      -5-

EX-3.54

                                                                    EXHIBIT 3.54

                                     BYLAWS

                                       OF

                  HOLIDAY HEALTH CLUBS OF THE EAST COAST, INC.

                                   Article I

                                    Offices

         The Corporation shall maintain a registered office in the State of
Delaware as required by law. The Corporation may also have offices in such other
places either within or without the State of Delaware as the Board of Directors
may from time to time designate or as the business of the Corporation may
require.

                                   Article II

                            Meetings of Stockholders

Section 1. Place. Meetings of the stockholders of the Corporation shall be held
at such place either within or without the State of Delaware as may from time to
time be designated by the Board of Directors and stated in the notice of
meeting.

"Section 2. Annual Meeting. Commencing in 1994, an annual meeting of the
stockholders of the Corporation shall be held during the third week in January
at a date and time to be determined by the Board of Directors and, if a legal
holiday, then on the next secular day at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting."

Section 3. Notice. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than 10 nor more than 60 days before the date of the
meeting.

Section 4. List of Stockholders. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

Section 5. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes may be called by the President or the Executive Vice
President and shall be called by the President or Executive Vice President at
the request in writing of a majority of the Board of Directors, or at the
request in writing of stockholders owning a majority in amount of either class
of the capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meeting. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than 10 nor more than 60
days before the date of the meeting, to each stockholder entitled to vote at
such meeting.

Section 7. Business at Special Meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum. The holders of a majority of each class of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however,


such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 9. Voting Power. When a quorum is present at any meeting, the vote of
the holders of a majority of each class of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

Section 10. Voting. At all meetings of the stockholders, every registered owner
of shares entitled to vote shall at every meeting of the stockholders be
entitled to one vote in

person or by proxy for each share of the capital stock having voting power held
by such stockholder, but no proxy shall be voted on after three years from its
date, unless the proxy provides for a longer period. At all elections of
Directors, the voting shall be by ballot.

Section 11. Consent. Any action required or permitted to be taken at any annual
or special meeting of stockholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of each class
of outstanding stock having not less than the minimum number of votes of each
such class that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

Section 12. Chairman of Meeting. The President shall preside at all meetings of
the stockholders; and, in the absence of the President, the Board of Directors
may appoint any stockholder to act as chairman of the meeting.

Section 13. Secretary of Meeting. The Secretary of the Corporation shall act as
Secretary of all meetings of the

stockholders; and, in his absence, the Board of Directors may appoint any person
to act as secretary of the meeting.

                                  Article III

                                   Directors

"Section 1. Number and Term of Office. The business and the property of the
Corporation shall be managed and controlled by the Board of Directors. The
number of directors shall be at least three (3), but no more than twenty (20).
The Directors shall act only as a board and the individual Directors shall have
no power as such. Each director shall serve until the next annual meeting or
until his successor shall have been duly chosen.


"Section 2. Vacancies. In case of any vacancy in the Board of Directors, through
death, resignation, disqualification, or any other cause, the remaining
directors, by affirmative vote of a majority thereof, may elect a successor to
hold office for the unexpired portion of the term of the Director whose place
shall be vacant and until the election of his successor. The acceptance of a
resignation shall not be necessary to make it effective."

Section 3. Business of Corporation. The business of the Corporation shall be
managed by or under the direction of its Board of Directors.

                       Meetings of the Board of Directors

Section 4. Place. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

Section 5. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this by-law shall be necessary to
the

newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board.

Section 7. Special Meetings. Special meetings of the Board may be called by the
President on one day's notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the President in like manner
and on like notice on the written request of two directors.

Section 8. Quorum. At all meetings of the Board, the entire Board of Directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Consent. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

Section 10. Participation in Meetings. Members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

Section 11. Manifestation of dissent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent






shall not apply to a director who voted in favor of such action.


                             Committees of Directors


Section 12. Designation. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an




agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws of the Corporation; and, unless the resolution so
provides, no such committee shall have the power and authority to declare a
dividend or to authorize the issuance of stock. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

Section 13. Minutes of Meetings. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

Section 14. Rules of Procedure. A majority of the members of any committee may
fix its rules of procedure. All action by any committee shall be reported to the
Board of Directors at a meeting succeeding such action and shall be subject to
revision, alteration, and approval by the Board of Directors; provided that no
rights or acts of third parties shall be affected by any such revision or
alteration.




                            Compensation of Directors

Section 15. Payments. The Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of committees may be allowed like compensation for attending committee meetings.

                              Removal of Directors

Section 16. Removal. Unless otherwise restricted by law, any director or
directors may be removed, with or without cause, by the holders of a majority of
shares of the class of stock entitled to vote for the election of the director
or directors being removed.

                                   Article IV

                                     Notices

Section 1. Requirements. Whenever, under the provisions of the statutes or of
these By-Laws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given




in writing, by mail, addressed to such director or stockholder, at his address
as it appears on the records of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

Section 2. Waiver. Whenever any notice is required to be given under the
provisions of the statutes or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                    Article V

                                    Officers

Section 1. Officers. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, an Executive Vice President, a
Secretary and a Treasurer. The Board of Directors may also choose additional
Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers.
Any number of offices may be held by the same person, unless the Certificate of
Incorporation or these By-laws otherwise provide.

Section 2. Appointment. The Board of Directors at its first meeting after each
annual meeting of stockholders shall




choose a President, an Executive Vice President, a Secretary and a Treasurer.

Section 3. Other Officers and Agents. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

Section 4. Salaries. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

Section 5. Term of Office. The officers of the Corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

Section 6. Duties of Officers. One or more such officers shall be specifically
designated to sign instruments and stock certificates. One of the officers shall
have the duty to record the proceedings of the meetings of stockholders and
directors in a book to be kept for that purpose. Any number of offices may be
held by the same person.

Section 7. President and Executive Vice President. The President shall be the
principal executive, administrative and financial officer of the corporation and
shall in general supervise and control all of the business and affairs of the
corporation. He shall preside at all meetings of the stockholders and of the
Board of Directors. The President shall be elected from among the directors. In
the absence of the President or in the event of a vacancy in such office, the
Executive Vice President shall perform the duties of the President and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. The President or Executive Vice President may sign any deed,
mortgage, bond, contract or other instrument which the Board of Directors has
authorized to be executed, except in cases where the execution thereof shall be
expressly delegated by the Board of Directors or by these By-laws to some other
officer or agent of the corporation or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of the President and Executive Vice President, respectively, and such
other duties as may be prescribed by the Board of Directors from time to time.
The President and Executive Vice President shall be ex officio members of all
committees that may, from time to time, be constituted by the Board of
Directors.

Section 8. Vice Presidents. In the absence of the Executive Vice President or in
the event of a vacancy in such office, the Vice President (or in the event there
be more than one Vice President, the Vice Presidents in the order designated at
the time of their election, or in the absence of any designation, then in the
order of their election) shall perform the duties of the Executive Vice
President and when so acting shall have all the powers of and be subject to all
the restrictions upon the Executive Vice President; and shall perform such other
duties as from time to time may be assigned to him by the President, the
Executive Vice President, or the Board of Directors.

Section 9. Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation; (d) keep a register of
the post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (e) have general charge of the stock transfer
books of the corporation; and (f) in general perform all duties as from time to
time may be assigned to him by the President or by the Board of Directors.

Section 10. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositaries as may be designated by the Board of Directors.

         He shall disburse the funds of the corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and Board of Directors, at the regular meetings of the
Board or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

         If required by the Board of Directors, he shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.

                                   Article VI

                              Certificate of Stock

Section 1. Issuance of Stock. Every holder of stock in the corporation shall be
entitled to have a certificate signed by, or in the name of the corporation by,
an officer or officers designated to sign stock certificates by the Board of
Directors, certifying the number of shares owned by him in the Corporation.

         Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

         If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which

the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

Section 2. Signatures. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                               Lost Certificates

Section 3. Replacements. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate of certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion

and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               Transfer of Stock

Section 4. Transfer. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               Fixing Record Date

Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to

exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                            Registered Stockholders

Section 6. Owner of Shares. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                  Article VII

                               General Provisions

Section 1. Dividends. Dividends upon the capital stock of

the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

Section 2. Reserves. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Section 3. Annual Statement. The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

Section 4. Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other persons as the Board
of Directors may from time to time designate.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section 6. Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  Article VIII

                                   Amendments

Section 1. Amendment of Bylaws. These Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the stockholders or by the Board of Directors
since such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting. Even though the
power to adopt, amend or repeal By-laws is conferred upon the Board of Directors
by the Certificate of Incorporation, it shall not divest or limit the power of
the stockholders to adopt, amend or repeal By-laws.

                                   Article IX

                   Indemnification of Directors and Officers

         (a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Corporation by reason of the fact
that he is or was a director or officer or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expense, including attorneys' fees,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgement, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, and reasonable cause to believe that his conduct

was unlawful.

         (b) The Corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the Corporation to
procure a judgement in its favor by reason of the fact that he is or was a
director or officer or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
Court of Chancery or such other Court shall deem proper.

         (c) To the extent that a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subjections (a) and (b) or in defense of any claim, issue of matter therein, he
shall be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.

         (d) Any indemnification under subsections (a) and (b), unless ordered
by a court, should be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

         (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking

by or on behalf of the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized by this section.

         (f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.

         (g) The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this section.

         (h) For purposes of this section, references to "the Corporation" shall
include, in addition to the resulting

corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such constituent corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

         (i) In addition to any indemnification permitted by these by-laws, the
Board of Directors shall, in its sole discretion, have the power to grant such
indemnification as it deems in the interest of the Corporation to those persons
serving the Corporation as an employee or agent to the full extent permitted by
law.

                                   Article X

                       Interested Directors and Officers

         No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its

directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if

         (a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board or the
committee, and the Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or

         (b) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or

         (c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board, a committee thereof of
the stockholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.

                                   Article XI

                        Proxies in Respect of Securities
                             of Other Corporations

         Unless otherwise provided by resolution adopted by the Board, the
President or Executive Vice President may from time to time appoint an attorney
or attorneys or an agent or agents to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation to vote or to consent in
respect of such stock or other securities, and the President or Executive Vice
President may instruct the person or persons so appointed as to the manner of
exercising such power and rights, and the President or Executive Vice President
may execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, all such written proxies, powers or
attorney or other written instruments as he may deem necessary in order that
the Corporation may exercise such powers and rights.

         We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

         We do hereby approve and authorize this Corporation to issue a
certificate for five hundred (500) shares of its no par value common stock to
Health & Tennis Corporation of America in exchange for the sum or $500.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for five hundred (500) shares of its no par value common stock to
U.S. Health & Recreation, Inc. in exchange for the sum of $500.00.

         Pursuant to Article VII of the By-Laws of the corporation we direct
that the fiscal year end of the corporation shall be July 31st.

         We do hereby designate the ____________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions be
executed by the Secretary of the Corporation and a copy of said resolutions be
retained as part of the corporate records.

         We do hereby approve the form of corporate seal an impression of which
is herein set forth.

         We do hereby approve the form of certificate representing shares of the
corporation.

         We authorize the Treasurer of the Corporation, as, if and when Health &
Tennis Corporation of America and U.S. Health & Recreation, Inc. have paid into
the corporate account the sum of its subscription, to issue a Certificate of
shares to them. We also authorize the Treasurer to pay all costs of organization
of the Corporation.

                                   /s/ Don L. Wildman
                                   ----------------------------------
                                   DONAHUE L. WILDMAN



                                   ----------------------------------
                                   JACK L. CLARK


                                   ----------------------------------
                                   ROY ZURKOWSKI


                                   ----------------------------------
                                   FRANK BOND

                                   BEING ALL OF THE DIRECTORS OF SAID
                                   CORPORATION


DATED: September 17, 1981.
       -------------------

EX-3.55

                                                                    Exhibit 3.55

                            CERTIFICATE OF AMENDMENT

                      OF THE CERTIFICATE OF INCORPORATION

                                       OF

               HOLIDAY HEALTH & FITNESS CENTERS OF NEW YORK, INC.

               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

     We, the undersigned, H. Robert Jochem and Michael L. Sklar, being
respectively the Vice-President and the Assistant Secretary of Holiday Health &
Fitness Centers of New York, Inc. hereby certify:

     1. The name of the corporation is Holiday Health & Fitness Centers of New
York, Inc.

     2. The certificate of incorporation of said corporation was filed by the
Department of State on the November 26, 1982.

     3. (a) The certificate of incorporation is amended to provide for the
issuance of preferred stock.

        (b) To effect the foregoing, Article Fourth relating to the aggregate
number of shares issued is amended and a new Article Fifth is hereby added to
read as follows:

     "ARTICLE FOURTH:

     CAPITAL STOCK

     The aggregate number of shares which this corporation shall have the
authority to issue is 71,000. The Corporation shall have the authority to issue
shares of Common Stock and Preferred Stock, the maximum number and par value of
each to be as follows:

     a. 70,000 number of shares of $100.00 par value Preferred Stock; and

     b. 1,000 shares of $1.00 par value Common Stock.

     ARTICLE FIFTH:

     Preferences, Limitations and Relative Rights of Shares of Preferred Stock.

     1. ISSUANCE OF PREFERRED SHARES. The aggregate number of Preferred Stock
which the corporation may have authority to issue shall be 70,000 shares having
a par value of One Hundred Dollars ($100.00) per share.

     2. NO VOTING RIGHTS. No voting rights shall attach to the shares of
Preferred Stock.

     3. DIVIDENDS. Each holder of shares of Preferred Stock shall be entitled to
receive for each fiscal year of the corporation preferential dividends, payable
either in cash or property, out of any assets of the corporation available for
dividends pursuant to the New York Business Corporation Law, at a rate equal to
13-1/2% per annum. Each holder of Preferred Stock shall be entitled to receive
the dividends stated above and no more, which dividends shall be payable
annually, semi-annually, or quarterly on such dates as may be determined by the
Board of Directors in its sole discretion. Dividends on each share of Preferred
Stock shall accumulate from the date of issue of such share, from year to year,
until paid so that, as long as any shares of preferred stock are outstanding, if
at any time all dividends on the Preferred Stock for all prior dividend periods
shall not have been paid, or if all dividends on the Preferred Stock for the
then current dividend period shall not have been paid or shall not have been
declared with the sum sufficient for the payment thereof set apart, whether or
not there shall be assets of the corporation available for payment of such
dividends under the laws of the State of New York then:

     (i)  No dividends shall be declared or paid on any other
          distribution ordered or made upon the Common Stock
          other than dividends payable solely in Common Stock;
          and

     (ii) No shares of Common Stock of this corporation
          shall be redeemed, purchased or acquired by this
          corporation or any subsidiary of this corporation.

     4. UPON LIQUIDATION, DISSOLUTION, MERGER OR REORGANIZATION. In the event of
any voluntary or involuntary liquidation, dissolution or winding up of this
corporation, the holders of record of the outstanding shares of Preferred Stock
shall be entitled to be paid One Hundred Dollars ($100.00) for



each share of Preferred Stock, plus accumulated dividends thereon up to the date
of such liquidation, dissolution, or winding up of this corporation, whether or
not this corporation shall have a surplus or earnings available for dividends,
and no more. After payment to the holders of the shares of Preferred Stock of
the amount payable to them as above set forth, the remaining assets of this
corporation shall be payable to and distributed ratably among the holders of
record of the shares of Common Stock. If, upon such liquidation, dissolution, or
winding up, the assets of the corporation distributable to the holdings of
shares of Preferred Stock shall be insufficient to permit the payment to them of
the entire amount to which they are entitled to hereunder, the entire assets of
this corporation shall be distributed ratably among the holders of the shares of
Preferred Stock.

     In the event of any merger or consolidation of this corporation in which
this corporation shall not be the surviving entity, or in the event of any
recapitalization or reorganization of this corporation, any such transaction
must be structured so that the fair market value of the consideration receivable
in such transaction by or allocable to the holders of the Preferred Stock shall
be equal to the liquidation preference of the Preferred Stock determined in
accordance with the preceding paragraph.

     5.   REDEMPTION.  Preferred Stock may be redeemed or purchased for
redemption by this corporation in accordance with the following plan. Unless
specifically prohibited by the New York Business Corporation Law, Preferred
Stock may be redeemed at any time at the option of the Board of Directors. In
case less than all of the outstanding shares of Preferred Stock are to be
redeemed, the Board of Directors shall determine the number of shares to be
redeemed and the holder or holders whose shares are to be redeemed. Notice of
such redemption shall be mailed to such holder or holders at the address shown
on the books of the corporation at least thirty (30) prior to the date fixed for
redemption in such notice. The redemption price payable by the corporation shall
be One Hundred Dollars ($100.00) per share plus any and all declared or
accumulated or unpaid dividends on the date of such redemption and such
redemption price shall be paid by the corporation to such holder or holders on
the redemption date set forth in the notice of redemption. From and after the
date fixed in any such notice as the date for redemption, no further dividends
shall be declared or paid on the shares so called for redemption and all rights
of the holder or holders thereof as stockholders of the corporation shall cease
and terminate, except their right to receive the amount payable on such
redemption, unless the corporation shall fail to pay the redemption price on the
date fixed for redemption. The corporation may, at any time and unless
specifically prohibited by the New York Business Corporation Law, purchase for
retirement from one or more holders thereof is determined by the Board of
Directors of the corporation any or all of the shares of outstanding Preferred
Stock at a price not to exceed


the redemption price stated above. All shares redeemed or purchased may be
either cancelled and retired or held by the corporation as treasury shares.

     6. NO PREEMPTIVE RIGHTS. No preferred stockholders of this corporation
shall, because his or its ownership of Preferred Stock have any preemptive or
other right to purchase, subscribe for or take any part, pro rata or otherwise,
of any securities, equity, debt or otherwise, or options, rights or warrants to
purchase any such securities issued or sold by this corporation, whether for
cash or for property, and whether or not hereafter authorized."

     4. Articles Fifth and Sixth shall be hereinafter referred to as Articles
Sixth and Seventh.

     5. The amendments were authorized in the following manner: by unanimous
written consent of all of the Shareholders and Board of Directors.

     IN WITNESS WHEREOF, we have signed this certificate on the 1st day of May,
1987 and we affirm the statements contained therein as true under penalties of
perjury.


                                           /s/ H. Robert Jochem
                                           -------------------------------------
                                           H. Robert Jochem, Vice President


                                           /s/ Michael L. Sklar
                                           -------------------------------------
                                           Michael L. Sklar, Assistant Secretary



                            CERTIFICATE OF AMENDMENT

                      OF THE CERTIFICATE OF INCORPORATION

                                       OF

               HOLIDAY HEALTH & FITNESS CENTERS OF NEW YORK, INC.

               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW















COUNSEL:  Patricia A. Stanis
          Lurie, Sklar & Simon
          180 North Michigan Avenue
          Suite 200
          Chicago, Illinois 60602

                         CERTIFICATION OF INCORPORATION

                                       OF

               HOLIDAY HEALTH & FITNESS CENTERS OF NEW YORK, INC.

               UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW


     I, THE UNDERSIGNED, being over eighteen years of age, for the purpose of
forming a corporation pursuant to Section 402 of the Business Corporation Law of
New York, do hereby certify:

FIRST:    The name of the corporation is:

          Holiday Health & Fitness Centers of New York Inc.

SECOND:   The purposes for which it is formed are: to own and operate health
          club facilities and to do any and all acts incidental thereto
          permitted under Section 202 of the Business Corporation Law.

THIRD:    The office of the corporation is to be located in the City of New
          York,       Country of New York, State of New York.

FOURTH:   The aggregate number of shares which the corporation shall have
          authority to issue is One Thousand (1,000) of the par value of One
          Dollar ($1.00) each.

FIFTH:    The Secretary of State is designated as the agent of the
          corporation upon whom process against the corporation may be served.
          The post office address to which the Secretary


                                       1

          of State shall mail a copy of any process against the corporation
          served upon him is: c/o C T Corporation System, 1633 Broadway, New
          York, New York 10019.

SIXTH:    The name and address of the registered agent which is to be the agent
          of the corporation upon whom process against it may be served, are
          C T CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019.

     IN WITNESS WHEREOF, I have made and signed this certificate this 15th day
of November, A.D. 1982 and I affirm the statements contained therein as true
under penalties of perjury.


                                               /s/ H. Robert Jochem
                                               ---------------------------------
                                               H. Robert Jochem
                                               Suite 2810
                                               2029 Century Park East
                                               Los Angeles, CA 90067








                                       2

                          CERTIFICATE OF INCORPORATION

                                       OF

               HOLIDAY HEALTH & FITNESS CENTERS OF NEW YORK, INC.

               UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW




















                                                           [STAMP OF
                                                       STATE OF NEW YORK
                                                      DEPARTMENT OF STATE]




                                            COUNSEL:  Patricia A. Stanis
                                                      Fohrman, Lurie, Sklar,
                                                        & Simon, Ltd.
                                                      Suite 2000
                                                      180 N. Michigan Avenue
                                                      Chicago, IL 60601

EX-3.56

                                                                    Exhibit 3.56


               HOLIDAY HEALTH & FITNESS CENTERS OF NEW YORK, INC.

                                   * * * * *

                                   BY - LAWS

                                   * * * * *

                                   ARTICLE I

                                    OFFICES

     Section 1. The office of the corporation shall be located in the city of
New York.

     Section 2. The corporation may also have offices at such other places both
within and without the State of New York as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                        ANNUAL MEETINGS OF SHAREHOLDERS

     "Section 1. All meetings of shareholders for the election of directors may
be held within or outside the state of New York, at such place and time as may
be fixed by the board of directors."

     "Section 2. Annual meetings of shareholders, commencing with the year 1994,
shall be held during the first week of January at a date and time to be
determined by the board of directors, and, if a legal holiday, then on the next
secular day following, at which they shall elect by a plurality vote, a board of
directors, and transact such other business as may properly be brought before
the meeting."



then on the next secular day following, at 10:00 A. M., at which they shall
elect by a plurality vote, a board of directors, and transact such other
business as may properly be brought before the meeting.

          Section 3.  Written or printed notice of the annual meeting stating
the place, date and hour of the meeting shall be delivered not less than ten
nor more than fifty days before the date of the meeting, either personally or
by mail, by or at the direction of the president, the secretary, or the officer
of persons calling the meeting, to each shareholder of record entitled to vote
at such meeting.


                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

          Section 1.  Special meetings of shareholders may be held at such time
and place within or without the State of New York as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2.  Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president, the board of directors, or the
holders of not less than a majority of all the shares entitled to vote at the
meeting.

          Section 3.  Written or printed notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called,


shall be delivered not less than ten nor more than fifty days before the date
of the meeting, either personally or by mail, by, or at the direction of, the
president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. The notice should
also indicate that it is being issued by, or at the direction of, the person
calling the meeting.

          Section 4.  The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.


                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

          Section 1.  The holders of a majority of the shares of stock issued
and outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders, unless the vote of a greater or lesser number of shares of stock
is required by law or the certificate of incorporation.

     Section 3. Each outstanding share of stock having voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. The board of directors in advance of any shareholders' meeting
may appoint one or more inspectors to act at the meeting or any adjournment
thereof. If inspectors are not so appointed, the person presiding at a
shareholders' meeting may, and, on the request of any shareholder entitled to
vote thereat, shall appoint one or more inspectors. In case any person appointed
as inspector fails to appear or act, the vacancy may be filled by the board in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.

     Section 5. Whenever shareholders are required or permitted to take any
action by vote, such action may be

taken without a meeting on written consent, setting forth the action so taken,
signed by the holders of all outstanding shares entitled to vote thereon.

                                   ARTICLE V

                                   DIRECTORS

     Section 1. The number of directors shall be seven(7). Directors shall be at
least eighteen years of age and need not be residents of the State of New York
nor shareholders of the corporation. The directors, other than the first board
of directors, shall be elected at the annual meeting of the shareholders, except
as hereinafter provided, and each director elected shall serve until the next
succeeding annual meeting and until his successor shall have been elected and
qualified. The first board of directors shall hold office until the first annual
meeting of shareholders.

     Section 2. Any or all of the directors may be removed, with or without
cause, at any time by the vote of the shareholders at a special meeting called
for that purpose.

     Any director may be removed for cause by the action of the directors at a
special meeting called for that purpose.

     Section 3. Newly created directorships resulting from an increase in the
board of directors and all vacancies occurring in the board shall be filled by
election at an


annual meeting, or at a special meeting of shareholders called for that purpose.
A director elected to fill a vacancy shall be elected for the unexpired portion
of the term of his predecessor in office. A director elected to fill a newly
created directorship shall serve until the next succeeding annual meeting of
shareholders and until his successor shall have been elected and qualified.

     Section 4. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

     Section 5. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside the State of New
York, at such place or places as they may from time to time determine.

     Section 6. The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.



                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS


     Section 1.   Meetings of the board of directors, regular or special, may be
held either within or without the State of New York.

     Section 2.   The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place
and time as shall be fixed by the consent in writing of all the directors.

     Section 3.   Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

     Section 4.   Special meetings of the board of directors may be called by
the president on five (5) days' notice to each director, either personally or
by mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

     Section 5.   Notice of a meeting need not be given to any director who
submits a signed waiver of notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its


commencement, the lack of notice. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.

     Section 6.  A majority of the directors shall constitute a quorum for the
transaction of business unless a greater or lesser number is required by law or
by the certificate of incorporation. The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the vote of a greater number is required by law or by
the certificate of incorporation. If a quorum shall not be present at any
meeting of directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 7.  Unless otherwise restricted by the certificate of incorporation
or these by-laws, members of the board of directors, or any committee designated
by the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

     Section 8.  Unless the certificate of incorporation provides otherwise, any
action required or permitted to be taken at a meeting of the directors or a
committee

thereof may ne taken without a meeting if a consent in writing to the adoption
of a resolution authorization the action so taken, shall be signed by all of
the directors entitled to vote with respect to the subject matter thereof.

                                  ARTICLE VII

                              EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of
the entire board, may designate, from among its members, an executive committee
and other committees, each consisting of three or more directors, and each of
which, to the extent provided in the resolution, shall have all the authority of
the board, except as otherwise required by law. Vacancies in the membership of
the committee shall be filled by the board of directors at a regular or special
meeting of the board of directors. The executive committee shall keep regular
minutes of its proceedings and report the same to the board when required.

                                  ARTICLE VIII

                                    NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder at his address as

it appears on the records of the corporation, with postage thereon paid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

          Section 2.  Whenever any notice of a meeting is required to be given
under the provisions of the statutes or under the provisions of the certificate
of incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.


                                   ARTICLE IX

                                    OFFICERS


     "Section 1.  The officers of the corporation shall (illegible) by the
     board of directors and shall be a preside(illegible) president, a
     secretary and a treasurer. th(illegible) directors may also choose
     additional vice presi(illegible)e more assistant secretaries and assistant
     treasur(illegible) other officers as they deem proper."


          Section 2.  The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president from among the
directors, and shall choose one or more vice-presidents, a secretary and a
treasurer, none of whom need be a member of the board.

                                  ARTICLE XII

                                   AMENDMENTS

          Section 1.  These by-laws may be amended or repealed or new by-laws
may be adopted at any regular or special meeting of shareholders at which a
quorum is present or represented, by the vote of the holders of shares entitled
to vote in the election of any directors, provided notice of the proposed
alteration, amendment or repeal be contained in the notice of such meeting.
These by-laws may also be amended or repealed or new by-laws may be adopted by
the affirmative vote of a majority of the board of directors at any regular or
special meeting of the board. If any by-law regulating an impending election of
directors is adopted, amended or repealed by the board, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors the by-law so adopted, amended or repealed, together with precise
statement of the changes made. By-laws adopted by the board of directors may be
amended or repealed by the shareholders.

     We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

     We do hereby approve and authorize this Corporation to issue a certificate
for eight hundred (800) shares of its $1.00 par value common stock to New
Fitness Holding Co., Inc. in exchange for the sum of $800.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for one hundred (100) shares of its $1.00 par value common stock to Daniel
Whitaker in exchange for the sum of $100.00

     We do hereby approve and authorize this Corporation to issue a certificate
for seventy (70) shares of its $1.00 par value common stock to Holiday Fitness
Holding Company in exchange for the sum of $70.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for thirty (30) shares of its $1.00 par value common stock to John Cipolla in
exchange for the sum of $30.00.

     We do hereby direct that the fiscal year end of the corporation shall be
July 31st.

     We do hereby designate the ___________________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions be
executed by the Secretary of the Corporation and a copy of said resolutions be
retained as part of the corporate records.

     We do hereby approve the form of certificate representing shares of the
Corporation.

     We authorize the Treasurer of the Corporation, as, if and when they have
paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.

                                        /s/ Donahue L. Wildman
                                        --------------------------------------
                                        DONAHUE L. WILDMAN


                                        /s/ Jack L. Clark
                                        --------------------------------------
                                        JACK L. CLARK


                                        /s/ Roy Zurkowski
                                        --------------------------------------
                                        ROY ZURKOWSKI


                                        /s/ H. Robert Jochem
                                        --------------------------------------
                                        H. ROBERT JOCHEM


                                        --------------------------------------
                                        JEROME B. KAHN


                                        /s/ John Cipolla
                                        --------------------------------------
                                        JOHN CIPOLLA


                                        /s/ Daniel Whitaker
                                        --------------------------------------
                                        DANIEL WHITAKER

                                        BEING ALL OF THE DIRECTORS OF SAID
                                        CORPORATION.


DATED: February 13, 1983.



     We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

     We do hereby approve and authorize this Corporation to issue a certificate
for eight hundred (800) shares of its $1.00 par value common stock to New
Fitness Holding Co., Inc. in exchange for the sum of $800.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for one hundred (100) shares of its $1.00 par value common stock to Daniel
Whitaker in exchange for the sum of $100.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for seventy (70) shares of its $1.00 par value common stock to Holiday Fitness
Holding Company in exchange for the sum of $70.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for thirty (30) shares of its $1.00 par value common stock to John Cipolla in
exchange for the sum of $30.00.

     We do hereby direct that the fiscal year end of the corporation shall be
July 31st.



     We do hereby designate the                   Bank as a depository for the
fund of this Corporation, direct that the appropriate resolutions be executed by
the Secretary of the Corporation and a copy of said resolutions be retained as
part of the corporate records.

     We do hereby approve the form of certificate representing shares of the
Corporation.

     We authorize the Treasurer of the Corporation, as, if and when they have
paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all cost
of organization of the Corporation.


                                           /s/ Donahue L. Wildman
                                           -------------------------------------
                                           DONAHUE L. WILDMAN


                                           /s/ Jack L. Clark
                                           -------------------------------------
                                           JACK L. CLARK


                                           /s/ Roy Zurkowski
                                           -------------------------------------
                                           ROY ZURKOWSKI


                                           /s/ H. Robert Jochem
                                           -------------------------------------
                                           H. ROBERT JOCHEM


                                           /s/ Jerome B. Kahn
                                           -------------------------------------
                                           JEROME B. KAHN


                                           /s/ John Cipolla
                                           -------------------------------------
                                           JOHN CIPOLLA

                                           /s/ Daniel Whitaker
                                           -------------------------------------
                                           DANIEL WHITAKER


                                           BEING ALL OF THE DIRECTORS OF SAID
                                           CORPORATION.



DATED: February 13, 1983.

EX-3.57

                                                                    Exhibit 3.57


                        [STATE OF COLORADO CERTIFICATE]



     I, NATALIE MEYER, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY
CERTIFY THAT THE PREREQUISITES FOR THE ISSUANCE OF THIS CERTIFICATE HAVE BEEN
FULFILLED IN COMPLIANCE WITH LAW AND ARE FOUND TO CONFORM TO LAW.

     ACCORDINGLY, THE UNDERSIGNED, BY VIRTUE OF THE AUTHORITY VESTED IN ME BY
LAW, HEREBY ISSUES A CERTIFICATE OF AMENDMENT TO HOLIDAY HEALTH CLUBS AND
FITNESS CENTERS, INC.



                                                              /s/  Natalie Meyer
                                                              ------------------
                                                              SECRETARY OF STATE


[STATE OF COLORADO SEAL]


DATED: DECEMBER 9, 1985

                                                             for office use only

SS: Form D-4 (Rev.8/83)            MAIL TO:
Submit in Duplicate       COLORADO SECRETARY OF STATE
Filing Fee: $22.50            CORPORATIONS OFFICE
                            1560 Broadway, Suite 200
This document must          Denver, Colorado 80202
be typewritten                  (303) 866-2361

                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION

     Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

     FIRST: The name of the corporation is (note 3) Holiday Health Clubs and
Fitness Centers, Inc.

     SECOND: The following amendment was adopted by the shareholders of the
corporation on October 8 1985, in the manner prescribed by the Colorado
Corporation Code:

          RESOLVED, that the Ninth Article of the Articles of Incorporation be
     deleted in its entirety and the following substituted therefor:

               "NINTH: The number of directors constituting the board of
          directors of the corporation is 3, and the names and addresses of the
          persons who are to serve as directors until the next annual meeting of
          shareholders or until their successors are elected and shall qualify
          are:

               Dorothy Wildman, 6821 Dempster Street, Morton Grove, IL 60053
               H. Robert Jochem, 8700 W. Bryn Mawr, Chicago, IL 60631
               Thomas White, 2029 Century Park East, Los Angeles, CA 90067"

     THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 1,000; and the number of shares entitled to vote thereon was
1,000.

     FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:

     CLASS             (NOTE 1)               NUMBER OF SHARES
     Common                                        1,000

     FIFTH: The number of shares voted for such amendment was 1,000; and the
number of shares voted against such amendment was none.

     SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively was:

     CLASS             (NOTE 1)               NUMBER OF SHARES
                                           FOR              AGAINST
     Common             none              1,000              none

     SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:

                        (NOTE 2)
     n/a                No change

     EIGHTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows:

                        (NOTE 2)
     n/a                No change

                                    HOLIDAY HEALTH CLUBS AND FITNESS
                                    CENTERS, INC.                       (Note 3)
                                    ------------------------------------

STATE OF CALIFORNIA                 By /s/ H. Robert Jochem
COUNTY OF LOS ANGELES                 ----------------------------------
                                      Its H. Robert Jochem, V. President

                                    and /s/ Danilo Picar,               (Note 4)
                                       ---------------------------------
                                       Its Danilo Picar,       Secretary

     Subscribed and sworn to before me this 28 day of OCTOBER, 1985.

My commission expires Feb. 10, 1989.


                                    /s/ Bradley T. Baker
                                    --------------------------------------------
                                                  Notary Public


                                (OFFICIAL SEAL
                                 Bradley T. Baker)

NOTES: 1. If inapplicable, insert "None."
       2. If inapplicable, insert "No change."
       3. Exact corporate name of corporation adopting the Articles of
          Amendment. (If this is a change of name amendment the name before this
          amendment is filed).
       4. Signatures and titles of officers signing for the corporation.




                        [STATE OF COLORADO CERTIFICATE]




     I, MARY ESTILL BUCHANAN, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY
CERTIFY THAT THE PREREQUISITES FOR THE ISSUANCE OF THIS CERTIFICATE HAVE BEEN
FULFILLED IN COMPLIANCE WITH LAW AND ARE FOUND TO CONFORM TO LAW.

     ACCORDINGLY, THE UNDERSIGNED, BY VIRTUE OF THE AUTHORITY VESTED IN ME BY
LAW, HEREBY ISSUES A CERTIFICATE OF INCORPORATION TO HOLIDAY HEALTH CLUBS AND
FITNESS CENTERS, INC.



                                                        /s/ Mary Estill Buchanan
                                                        ------------------------
                                                              SECRETARY OF STATE


[STATE OF COLORADO SEAL]


DATED: JULY 6, 1981



                           ARTICLES OF INCORPORATION
                                       OF
                 HOLIDAY HEALTH CLUBS AND FITNESS CENTERS, INC.
            --------------------------------------------------------

     We, the undersigned natural persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Colorado Corporation Act,
adopt the following Articles of Incorporation for such corporation:

     FIRST: The name of the corporation is
                                          --------------------------------------
          HOLIDAY HEALTH CLUBS AND FITNESS CENTERS, INC.
- --------------------------------------------------------------------------------

     SECOND: The period of its duration is        perpetual
                                          --------------------------------------

     THIRD: The purpose or purposes for which the corporation is organized are:
          To own and operate a health club.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is     1,000 with a par value of $1.00 each.
                     -----------------------------------------------------------
- --------------------------------------------------------------------------------

     FIFTH: Cumulative voting of shares of stock is    not    authorized.
                                                   -----------

     SIXTH: Provisions limiting or denying to shareholders the preemptive right
to acquire additional or treasury shares of the corporation are:   none

     SEVENTH: The address of the initial registered office of the corporation is
          1700 BROADWAY, DENVER, COLORADO 80290
- --------------------------------------------------------------------------------
and the name of its initial registered agent at such address is
          THE CORPORATION COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     EIGHTH: Address of the place of business:
                                              ----------------------------------
- --------------------------------------------------------------------------------
                     (If different from registered office)

     NINTH: The number of directors constituting the initial board of directors
of the corporation is     4     , and the names and addresses of the persons
                     -----------
who are to serve as directors until the first annual meeting of shareholders or
until the first annual meeting of shareholders or until their successors are
elected and shall qualify are: (At least 3.)

       NAME                                   ADDRESS

Donahue Wildman              230 W. Monroe, Ste. 220, Chicago, ILL 60606
- --------------------------------------------------------------------------------
Roy Zurkowski                451 Goodhue, Bloomfield Hills, Mich. 48013
Jack Clark                   7880 Avenida Kirja, La Jolla, CA 92037
- --------------------------------------------------------------------------------
Dorothy Wildman              626 Talcott, Parkridge, ILL 60068
- --------------------------------------------------------------------------------

     TENTH: The name and address of each incorporator is: (At least 3.)

       NAME                                   ADDRESS

W. C. Bradford, Jr.          700 S. Flower St., Los Angeles, CA 90017
- --------------------------------------------------------------------------------
M. Shelton                   700 S. Flower St., Los Angeles, CA 90017
- --------------------------------------------------------------------------------
D. A. Tiu                    700 S. Flower St., Los Angeles, CA 90017
- --------------------------------------------------------------------------------

     Dated       July 3       , 1981
          --------------------    ----

                                            /s/ W. C. Bradford, Jr.
                                            ------------------------------------
                                            W. C. Bradford, Jr.

                                            /s/ M. Shelton
                                            ------------------------------------
                                            M. Shelton

                                            /s/ D. A. Tiu
                                            ------------------------------------
                                            D. A. Tiu     Incorporators


STATE OF    CALIFORNIA            )
        --------------------------)
                                  ) ss.
COUNTY OF   LOS ANGELES           )
         -------------------------)

     I,      Ramona E. Meza      , a notary public, hereby certify that on the
       --------------------------
   3rd    day of        July        , 19  81  , personally appeared before me
- ----------      --------------------    ------
   W. C. Bradford, Jr., M. Shelton   and    D. A. Tiu   , who being by me first
- -------------------------------------   ----------------
duly sworn, severally declared that they are the persons who signed the
foregoing document as incorporators, and that the statements therein contained
are true.

     In witness whereof I have hereunto set my hand and seal this     3rd day of
                                                                 ---------
        July      , A.D. 19  81  .
- ------------------         ------

     My commission expires      May 20, 1983      .
                          ------------------------

[SEAL]       RAMONA E. MEZA
        NOTARY PUBLIC-CALIFORNIA
         MUNICIPAL OFFICE IN
          LOS ANGELES COUNTY                /s/ Ramona E. Meza
                                            ------------------------------------
                                                       Notary Public
My Commission Expires May 20, 1983.         Ramona E. Meza
Submit in duplicate.

Note:     If this form is used "SUBMIT IN DUPLICATE" means the original and
          carbon copy - TYPED. This form is not acceptable with ATTACHMENTS or
          TYPING ON REVERSE SIDE. If there is not adequate space, Form D1 may be
          used as a pattern or guide. Please use legal or letter size typing
          paper. Type on one side only.

          Shares of stock must have a dollar amount par value, or a statement
          that each share is of "no par value."

EX-3.58

                                                                    Exhibit 3.58



                 HOLIDAY HEALTH CLUBS AND FITNESS CENTERS, INC.



                                   * * * * *
                                    BY-LAWS
                                   * * * * *

                                   ARTICLE I
                                    OFFICES

     Section 1.  The registered office shall be located in Denver, Colorado.

     Section 2.  The corporation may also have offices at such other places both
within and without the State of Colorado as the board of directors may from time
to time determine or the business of the corporation may require.


                                   ARTICLE II
                        ANNUAL MEETINGS OF SHAREHOLDERS

     "Section 1.  All meetings of shareholders for the election of directors may
     be held within or outside the state of Colorado, at such place as may be
     fixed from time to time by the board of directors."

     "Section 2.  Annual meetings of shareholders, commencing with the year
     1994, shall be held during the third week of January at such date and time
     as determined by the board of directors, and, if a legal holiday, then on
     the next secular day following, at which they shall elect by a plurality
     vote a board of directors, and transact such other business as may properly
     come before the meeting."


                                      -1-

     Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.


                                  ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Colorado as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting.


                                      -2-

     Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.


                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1. The holders of majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such a quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting


                                      -3-

at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

     In all elections for directors every shareholder, entitled
to vote, shall have the right to vote, in person or by proxy, the number of
shares of stock owned by him, for as many persons as there are directors to be
elected, or to cumulate the vote of said shares, and give one candidate as many
votes as the number of directors multiplied by the number of his shares of
stock shall equal, or to distribute the votes on the same principle among as
many candidates as he may see fit.

     Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall


                                      -4-

be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.

                                   ARTICLE V

                                   DIRECTORS

     Section 1. The number of directors shall be 4. Directors need not be
residents of the State of Colorado nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until the
first annual meeting of shareholders.

     Section 2. Vacancies and newly created directorships resulting form any
increase in the number of directors may be filled by a majority of the directors
then in office, though less than a quorum, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and shall qualify. Also, newly created directorships resulting from any
increase in the number of directors may be filled by election at an annual or at
a special meeting of shareholders called for that purpose.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise

                                      -5-

all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the articles of incorporation or by these by-laws directed
or required to be exercised or done by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
Colorado, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.


                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of Colorado.

     Section 2. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the shareholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or it may


                                      -6-

convene at such place and time as shall be fixed by the consent in writing of
all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the board.

     Section 4. Special meeting of the board of directors may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.

     Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

     Section 6. Majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number

                                      -7-

is required by statute or by the articles of incorporation. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.


                                  ARTICLE VII
                              EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate two or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.


                                      -8-

                                  ARTICLE VIII

                                    NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these by-laws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.

     Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. the board of

                                      -9-

directors may also choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers.

     Section 2.  The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, one or more vice-presidents,
a secretary and a treasurer, none of whom need be a member of the board.

     Section 2.  The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president from among the directors, and
shall choose one or more vice-president, a secretary and a treasurer, none of
whom need be a member of the board.

     Section 3.  The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.


                                      -10-


                                 THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                              THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders


                                      -11-

and record all the proceedings of the meetings of the corporation and of the
board of directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

     Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.


                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and



                                      -12-


accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when  the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other


                                      -13-

duties and have such other powers as the board of directors may from time to
time prescribe.

                                   ARTICLE X
                            CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class
there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.

     Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an



                                      -14-

employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

                               LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed. When authorizing such issue of a new certificate,
the board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

                              TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.


                                      -15-

                           CLOSING OF TRANSFER BOOKS

     Section 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as


                                      -16-

the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

                            REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bond to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Colorado.

                              LIST OF SHAREHOLDERS

     Section 7. The officer or agent having charge of the transfer books for
shares shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file


                                      -17-

at the principal office of the corporation and shall be subject to inspection by
any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original share ledger or transfer book, or a duplicate thereof, shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
share ledger or transfer book or to vote at any meeting of the shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                   DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any; dividends may be declared by the board of directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a


                                      -18-


reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                     CHECKS

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.


                                  FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.


                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of is organization and the words "Corporate Seal,
Colorado". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.


                                  ARTICLE XII

                                  AMENDMENTS

     Section 1. These by-laws may be altered, amended, or repealed or new
by-laws may be adopted by the affirmative



                                      -19-


vote of a majority of the board of directors at any regular or special meeting
of the board.

     Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted at any regular or special meeting of shareholders at which a
quorum is present or represented, by the affirmative vote of a majority of the
stock entitled to vote, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting.




                                      -20-

          We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

          We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Health & Tennis Corporation of America in exchange for the sum of $800.00.

          We do hereby approve and authorize this Corporation to issue a
certificate for two hundred (200) shares of its $1.00 par value common stock to
Dorothy Wildman in exchange for the sum of $200.00.

          Pursuant to Article VII of the By-Laws of the corporation we direct
that the fiscal year end of the corporation shall be July 31st.

          We do hereby designate the _________________________________________
Bank as a depository for the funds of this Corporation, direct that the
appropriate resolutions be executed by the Secretary of the Corporation and a
copy of said resolutions be retained as part of the corporate records.

          We do hereby approve the form of corporate seal an impression of
which is herein set forth.

     We do hereby approve the form of certificate representing shares of the
corporation.

     We authorize the Treasurer of the Corporation, as, if and when Health &
Tennis Corporation of American and Dorothy Wildman have paid into the
corporate account the sum of their subscriptions, to issue a Certificate of
shares to them. We also authorize the Treasurer to pay all costs of
organization of the Corporation.



                                              /s/ Donahue L. Wildman
                                              ------------------------
                                              DONAHUE L. WILDMAN



                                              /s/ Roy Zurkowski
                                              ------------------------
                                              ROY ZURKOWSKI



                                              /s/ Jack Clark
                                              ------------------------
                                              JACK CLARK




                                              ------------------------
                                              DOROTHY WILDMAN


                                              BEING ALL OF THE DIRECTORS OF SAID
                                              CORPORATION.


DATED: July 15, 1981.




     We do hereby approve the form of certificate representing shares of the
corporation.

     We authorize the Treasurer of the Corporation, as, if and when Health &
Tennis Corporation of American and Dorothy Wildman have paid into the
corporate account the sum of their subscriptions, to issue a Certificate of
shares to them. We also authorize the Treasurer to pay all costs of
organization of the Corporation.



                                              /s/ Donahue L. Wildman
                                              ------------------------
                                              DONAHUE L. WILDMAN



                                              /s/ Roy Zurkowski
                                              ------------------------
                                              ROY ZURKOWSKI



                                              /s/ Jack Clark
                                              ------------------------
                                              JACK CLARK



                                              /s/ Dorothy Wildman
                                              ------------------------
                                              DOROTHY WILDMAN


                                              BEING ALL OF THE DIRECTORS OF SAID
                                              CORPORATION.


DATED: July 15, 1981.

EX-3.59

                                                                    EXHIBIT 3.59
                            STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE
                           ARTICLES OF INCORPORATION

                                       OF

                  HOLIDAY HEALTH CLUBS OF THE SOUTHEAST, INC.
                              -------------------

      FOR USE BY               (FILE THIS FORM IN         THIS SPACE FOR USE BY
THE SECRETARY OF STATE        DUPLICATE ORIGINALS)        THE SECRETARY OF STATE

FILE NO ..............    (SECT. 33-7-30 OF 1976 CODE)          (STAMP)
FEE PAID $............                                           FILED
R. N. ................                                        AUG 18, 1981
DATE..................      (INSTRUCTIONS ON PAGE 4)

1.   The name of the proposed corporation is HOLIDAY HEALTH CLUBS OF THE
     SOUTHEAST, INC.

2.   The initial registered office of the corporation is 409 East North Street
     located in the city of Greenville, county of Greenville and the State of
     South Carolina and the name of its initial registered agent at such address
     is C T Corporation System

3.   The period of duration of the corporation shall be perpetual

4.   The corporation is authorized to issue shares of stock as follows:



    CLASS OF SHARES     AUTHORIZED NO. OF EACH CLASS                PAR VALUE
    ---------------     ----------------------------                ---------
                                                 
         COMMON                   100,0000                $1.00

                                                       Date        Aug 18, 1981
                                                       CERTIFIED TO BE A TRUE AND CORRECT
                                                       COPY AS TAKEN FROM AND COMPARED WITH THE
                                                       ORIGINAL ON FILE IN THIS OFFICE.

                                                       /s/ JOHN T. CAMPBELL
                                                       SECRETARY OF STATE OF SOUTH CAROLINA


     If shares are divided into two or more classes or if any class of shares is
divided into series within a class, the relative rights, preferences, and
limitations of the shares of each class, and of each series within a class, are
as follows:

5.   Total authorized capital stock $100,000.00
     Please see instructions on Page 4.

6.   It is represented that the corporation will not begin business until there
     has been paid into the corporation the minimum consideration for the issue
     of shares, which is $1,000.00 of which at least $500.00 is in cash.

7.   The number of directors constituting the initial board of directors of the
     corporation is Five (5), and the names and addresses of the persons who are
     to serve as directors until the first annual meeting of shareholders or
     until their successors be elected and qualify are:

     Donahue L. Wildman.....230 W. Monroe St., Chicago Illinois 60606
     Roy Zurkowski..........415 Goodhue Road, Bloomfield Hills, Mich. 48013
     Jack L. Clark..........7880 Avenida Kirjah, LaJolla, California 92037
     John D. Shaffer........3312 N. Main St., Anderson, S. C. 29621
     Harold Harrison........c/o Knoxville Health & Racquet Centers
                            1612 Downtown West Blvd., Knoxville, Tennessee 37919

- -----------------------------------     ----------------------------------------
               Name                                      Address


- -----------------------------------     ----------------------------------------
               Name                                      Address

 8.  The general nature of the business for which the corporation is organized
     is (it is not necessary to set forth in the purposes powers enumerated in
     Section (33-3-10 of 1976 Code).


     To operate facilities designed to promote and encourage physical fitness
     and exercise for persons of all ages including, but not limited to, planned
     and/or supervised exercise programs, body building programs and swimming
     programs; to buy, sell, own, exchange, operate, mortgage, lease and manage
     real and personal property of all kinds, both as principal and agent, and
     at either wholesale or retail; to do all things incident or necessary to
     such businesses and in general carry on any business not contrary to the
     laws of the State of South Carolina, and to have and to exercise all the
     powers, rights and privileges conferred by the laws of the State of South
     Carolina upon corporations organized thereunder.

 9.  Provisions which the incorporators elect to include in the articles of
     incorporation are as follows:

          The pre-emptive rights of stockholders shall apply without exception
     to all Common Stock issued by this corporation for any consideration
     whatsoever.

          This corporation is authorized to purchase shares of its own stock
     from either Earned Surplus or Capital Surplus, upon authorization by the
     Board of Directors.

          If any of the owners of the capital stock of this corporation, or if
     this corporation and one or more of its stockholders shall enter into an
     agreement respecting the management of the affairs of this corporation, or
     respecting the rights of its stockholders to sell, assign, transfer, pledge
     or otherwise dispose of any of the capital (continued below)

10.  The name and address of each incorporator is.



            Name             Street & Box No.       City         County          State
            ----             ----------------       ----         ------          -----
                                                                  
     Carolyn J. Gilreath    171 Ingleoak Lane,   Greenville   (Greenville)    S.C. 29615


     ITEM 9 CONTINUED
     ----------------

     stock of this corporation, and if a copy of such agreement shall be filed
     in the Minute Book of the corporation and if the certificates of capital
     stock the subject of such restrictions shall have reference thereon to such
     agreement or agreements, then the capital stock of this corporation shall
     not be sold, transferred or otherwise disposed of to any party or parties
     except in accordance with the terms and conditions of such agreement or
     agreements. This corporation may be voluntarily dissolved by written
     consent of all of its shareholders, whether or not entitled to vote.

                                            /s/  CAROLYN J. GILREATH
                                        ----------------------------------------
                                              (Signature of Incorporator)

         August 14, 1981                         Carolyn J. Gilreath
Date ------------------------------     ----------------------------------------
                                                 (Type or Print Name)


                                        ----------------------------------------
                                              (Signature of Incorporator)


                                        ----------------------------------------
                                                 (Type or Print Name)



                                        ----------------------------------------
                                              (Signature of Incorporator)


                                        ----------------------------------------
                                                 (Type or Print Name)

STATE OF   SOUTH CAROLINA
           ---------------------------------------------------------------------

COUNTY OF  GREENVILLE
           ---------------------------------------------------------------------

  The undersigned  Carolyn J. Gilreath
                   -------------------------------------------------------------


do hereby certify that they are the incorporators of HOLIDAY HEALTH CLUBS OF THE
SOUTHEAST, INC. Corporation and are authorized to execute this verification;
that each of the undersigned for himself does hereby further certify that he
has read the foregoing document, understands the meaning and purport of the
statements therein contained and the same are true to the best of his
information and belief.

                                                    /s/ Carolyn J. Gilreath
                                                  ------------------------------
                                                   (Signature of Incorporator)
                                                        Carolyn J. Gilreath





                                                  ------------------------------
                                                   (Signature of Incorporator)




                                                  ------------------------------
                                                   (Signature of Incorporator)
                                                  (Each Incorporator Must Sign)


                            CERTIFICATE OF ATTORNEY


11.  I, James R. Gilreath, an attorney licensed to practice in the State of
     South Carolina, certify that the corporation, to whose articles of
     incorporation this certificate is attached, has complied with the
     requirements of Chapter 7 of Title 33 of the South Carolina Code of 1976,
     relating to the organization of corporations, and that in my opinion, the
     corporation is organized for a lawful purpose.


Date August 14, 1981                               /s/ James R. Gilreath
     ---------------                          --------------------------------
                                                        (Signature)

                                                     James R. Gilreath
                                              --------------------------------
                                                    (Type or Print Name)

                                              Address   Post Office Box 2147
                                                      ------------------------

                                              Greenville, South Carolina 29602
                                              --------------------------------





SCHEDULE OF FEES
(Payable at time of filing Articles of With Secretary of State)

  Fee for filing Articles                    $    5.00
  In addition to the above, $.40 for each
  $1,000.00 of the aggregate value of
  shares which the Corporation is autho-
  rized to issue, but in not case less than      40.00
  nor more than                               1,000.00


NOTE. THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT WILL BE ACCEPTED
      FOR FILING.
      THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS AND A
      CHECK IN THE AMOUNT OF $10 PAYABLE TO THE SOUTH CAROLINA TAX COMMISSION.

      Please see instructions on the reverse side.

EX-3.60

                                                                    Exhibit 3.60


                   HOLIDAY HEATH CLUBS OF THE SOUTHEAST, INC.


                                   * * * * *

                                    BY-LAWS


                                   * * * * *

                                   ARTICLE I

                                    OFFICES

     Section 1. The registered office shall be located in Greenville    , South
Carolina.

     "Section 2. Annual meetings of shareholders, commencing with the year 1994,
     shall be held during the third week of January at such date and time as
     determined by the board of directors, and if a legal holiday, then on the
     next secular day at which they shall elect by a plurality vote a board of
     directors, and transact such other business as may properly be brought
     before the meeting."

                                   ARTICLE II

                        ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall
be held at such place as may be fixed from time to time by the board of
directors.

     Section 2. Annual meetings of shareholders, commencing with the year 1983,
shall be held on the 28th of October if not a legal holiday, and if a legal
holiday, then on the next secular day following at 10:00 A.M.,


                                      -1-


at which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.



                                  ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
Sate of South Carolina as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than ten percent of all the shares entitled to vote at the
meeting. Special meetings of the shareholders may be called also by the
chairman of the board of directors.

                                      -2-


     Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be delivered not less than ten nor more than fifty
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.


                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.



                                      -3-

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.


                                      -4-



     Section 4.  Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.


                                   ARTICLE V

                                   DIRECTORS


     "Section 1.  The number of directors shall be at least three (3), but no
     more than twenty (20). Directors need not be residents of the State of
     South Carolina nor shareholders of the corporation. The directors shall be
     elected by the shareholders, and each director elected shall serve until
     his successor shall have been elected and qualified.



     Section 2.  Any vacancy occurring in the board of directors may be filled
by the unanimous vote of the remaining directors though less than a quorum of
the board of directors, and if the remaining directors are unable to unanimously
agree, such vacancy shall be filled by vote of the shareholders. A director
elected to fill a vacancy shall be elected for the unexpired portion of the term
of his predecessor in office.





                                      -5-

     Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A director elected to fill a
newly created directorship shall serve until the next succeeding annual meeting
of shareholders and until his successor shall have been elected and qualified.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
South Carolina, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of six
directors, and irrespective of any personal interest of any of its members,
shall have authority to establish reasonable compensation of all directors for
services to the corporation as directors, officers or otherwise.



                                      -6-



                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS


     Section 1.  Meetings of the board of directors, regular or special, may be
held either within or without the State of South Carolina.

     Section 2.  The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

     Section 3.  Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

     Section 4.  Special meetings of the board of directors may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.

     Section 5.  Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except




                                      -7-


where a director attends for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.

     Section 6.  A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by statute or by the
articles of incorporation; provided, however, that the approval of not less than
6 directors shall be required for any contract or transaction between the
Corporation and one or more of its directors or officers or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

     Section 7.  Subject to the proviso in Section 6 above, action taken without
a meeting by a majority of directors, or of a committee of directors, or by such
larger vote as the articles of incorporation or the bylaws may require, shall be
deemed




                                      -8-

action of the board of directors or of a committee if all directors or committee
members, as the case may be, execute either before or after the action is taken,
a written consent thereto, and the consent is filed with the records of the
corporation, subject as aforesaid, the directors may take action without a
meeting as otherwise provided in Section 8.12 of the South Carolina Business
Corporation Act of 1962.

                                  ARTICLE VII

                              EXECUTIVE COMMITTEE

     Section 1.  The board of directors, by resolution adopted by a majority of
the number of directors, fixed by the bylaws or otherwise, may designate three
or more directors to constitute an executive committee, which committee to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law and subject to the proviso contained in Section 6 of
Article VI. Vacancies in the membership of the committee shall be filled by the
board of directors at a regular or special meeting of the board of directors.
The executive committee shall keep the regular minutes of its proceedings and
report the same to the board when required.

                                  ARTICLE VIII

                                    NOTICES

     Section 1.  Whenever, under the provisions of the statutes or of the
articles of incorporation or of these

                                      -9-

bylaws, notice is required to be given to any director or shareholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or shareholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

     Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.


                                      -10-

     Section 2. The board of directors at its first meeting after each annual
meeting of the shareholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer, none of whom need be a member of
the board.

                                      -11-


     Section 3.  The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.


                                 THE PRESIDENT


     Section 6.  The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7.  He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and




                                      -12-
(S.C. - 1579)


execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.


                              THE VICE-PRESIDENTS

     Section 8.  The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.


                    THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.  The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it



                                      -13-

(S.C. - 1579)


may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

     Section 10.  The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.  The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

     Section 12.  He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires,



                                      -14-

(S.C. - 1579)

an account of all his transactions as treasurer and of the financial condition
of the corporation.

     Section 13.  If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 14.  The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE X
                            CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.


                                      -15-

(S.C. - 1579)

     When the corporation is authorized to issue shares of more than one class
there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.

     Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

                                      -16-

                               LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation  alleged to
have been lost or destroyed. When authorizing such issue of a new certificate,
the board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

                              TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

                           CLOSING OF TRANSFER BOOKS

     Section 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the

                                      -17-

(S. C. - 1579)



board of directors may provide that the stock transfer books shall be closed for
a stated period but not to exceed, in any case, fifty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than fifty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. If the
stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.

                                      -18-



                            REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered or, its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
South Carolina.

                              LIST OF SHAREHOLDERS

     Section 7. The officer or agent having charge of the transfer books for
shares shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer

                                      -19-

book, or a duplicate thereof, shall be prima facia evidence as to who are the
shareholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of the shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                   DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors at
any regular or special meeting, pursuant to the law. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to any provisions
of the articles of incorporation.


     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conductive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                      -20-

                                     CHECKS

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.


                                  FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal, South
Carolina". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                  ARTICLE XII

                                   AMENDMENTS

     Section 1. These by-laws may be altered, amended, or repealed or new
by-laws may be adopted by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board, subject always to the
right of the shareholders to adopt, amend, or repeal by-laws. The directors may
amend or repeal a by-law adopted by the shareholders unless the by-laws shall
forbid amendment or repeal or limit the extent to which it may be amended or
repealed.

                                      -21-



In no event shall the directors adopt a bylaw which shall require for action by
the shareholders any quorum or vote which is greater than that which this Act
or the Articles of Incorporation prescribe. Notwithstanding anything to the
contrary, any amendment, repeal or other modification by the board of directors
of the proviso contained in Section 6 of Article VI shall require the approval
of not less than 6 directors.



                                      -22-

     We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

     We do hereby approve and authorize this Corporation to issue a certificate
for eight hundred (800) shares of its no par value common stock to Holiday
Holding Corp. in exchange for the sum of $800.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for two hundred (200) shares of its no par value stock to John D. Shaffer in
exchange for the sum of $200.00.

     Pursuant to Article VII of the By-Laws of the corporation we direct that
the fiscal year end of the corporation shall be July 31st.

     We do hereby designate the ___________ Bank as a depository for the funds
of this Corporation, direct that the appropriate resolutions be executed by the
Secretary of the Corporation and a copy of said resolutions be retained as part
of the corporate records.

     We do hereby approve the form of corporate seal an impression of which is
herein set forth.

     We do hereby approve the form of certificate representing shares of the
corporation.

     We authorize the Treasurer of the Corporation, as, if and when Holiday
Southeast Holding Corp. and John D. Shaffer have paid into the corporate account
the sum of their subscriptions, to issue a Certificate of shares to them. We
also authorize the Treasurer to pay all costs of organization of the
Corporation.

                                        /s/ DONAHUE L. WILDMAN
                                        -------------------------------
                                        DONAHUE L. WILDMAN


                                        -------------------------------
                                        JACK L. CLARK


                                        -------------------------------
                                        ROY ZURKOWSKI

                                        /s/ JOHN D. SHAFFER
                                        -------------------------------
                                        JOHN D. SHAFFER

                                        /s/ HAROLD HARRISON
                                        -------------------------------
                                        HAROLD HARRISON


                                        -------------------------------
                                        FRANK BOND

                                        BEING ALL OF THE DIRECTORS OF SAID
                                        CORPORATION.

DATED: September 17, 1981.

EX-3.61

                                    (STAMP)
                                                                    Exhibit 3.61
                                                                         (STAMP)

                          CERTIFICATE OF INCORPORATION

                                       OF

                        HOLIDAY/SOUTHEAST HOLDING CORP.


                                   * * * * *


     1.  The name of the corporation is

         HOLIDAY/SOUTHEAST HOLDING CORP.

     2.  The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

     3.  The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4.  The total number of shares of stock which the corporation shall have
authority to issue is one thousand (1,000); all of such shares shall be without
par value.

     5A. The name and mailing address of each incorporator is as follows:

     NAME                          MAILING ADDRESS
     ----                          ---------------

     M. A. Ferrucci           100 West Tenth Street
                              Wilmington, Delaware 19801

     B. A. Schuman            100 West Tenth Street
                              Wilmington, Delaware 19801

     E. L. Kinsler            100 West Tenth Street
                              Wilmington, Delaware 19801




     5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:

     NAME                               MAILING ADDRESS
     ----                               ---------------

Donahue L. Wildman                 Chicago Health Clubs, Inc.
                                   230 West Monroe Street
                                   Chicago, IL 60606

Jack L. Clark                      7880 Avenida Kirjah
                                   La Jolla, CA 92037

Roy Zurkowski                      451 Goodhue
                                   Bloomfield Hills, MI 48013

Frank Bond                         13414 Blyethenia Road
                                   Phoenix, MD 21131

Harold Harrison                    Knoxville Executive Health &
                                     Racquet Centers
                                   1612 Downtown West Blvd.
                                   Knoxville, TN 37919

     6.  The corporation is to have perpetual existence.

     7.  In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.



                                      -2-




     By a majority of the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a member of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the board of directors to
set at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the board of
directors, or in the by-laws of the corporation, shall have and may exercise
all the powers and authority of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the by-laws of the corporation; and, unless the resolution or
by-laws, expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.


                                      -3-



     When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or
other securities of, any other corporation or corporations, as its board of
directors shall deem expedient and for the best interest of the corporation.

     8.  Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     9.  The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.


                                      -4-


     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 21st day of July   , 1981.


                                   /s/ M. A. Ferrucci
                                   -------------------------------------------
                                   M. A. Ferrucci


                                   /s/ B. A. Schuman
                                   -------------------------------------------
                                   B. A. Schuman


                                   /s/ E. L. Kinsler
                                   -------------------------------------------
                                   E. L. Kinsler



                                      -5-


                                                             REC H137   PAGE 468

                                     (LOGO)
                                     STATE
                                       OF
                                    DELAWARE

                          OFFICE OF SECRETARY OF STATE

     I, Glenn C. Kenton Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Incorporation of the "HOLIDAY/SOUTHEAST HOLDING CORP.", as received and filed
in this office the twenty-first day of July, A.D. 1981, at 2 o'clock P.M.



                              In Testimony Whereof, I have hereunto set my hand
                              and official seal at Dover this twenty-first day
                              of July in the year of our Lord one thousand nine
                              hundred and eighty-one.
          (SEAL)


                              /s/ GLENN C. KENTON, Secretary of State
                              --------------------------------------------------
                              Glenn C. Kenton, Secretary of State



FORM 121

EX-3.62

                                                                    EXHIBIT 3.62

                                     BYLAWS
(INITIALS)
                                       OF

                        HOLIDAY/SOUTHEAST HOLDING CORP.


                                   Article I

                                    Offices

     The Corporation shall maintain a registered office in the State of Delaware
as required by law. The Corporation may also have offices in such other places
either within or without the State of Delaware as the Board of Directors may
from time to time designate or as the business of the Corporation may require.


                                   Article II

                            Meetings of Stockholders


Section 1.  Place.  Meetings of the stockholders of the Corporation shall be
held at such place either within or without the State of Delaware as may from
time to time be designated by the Board of Directors and stated in the notice of
meeting.

"Section 2.  Annual Meeting.  Commencing in 1994, an annual meeting of the
stockholders of the Corporation shall be held during the third week of January,
at such date and time as determined by the board of directors, or if a legal
holiday, then on the first secular day following for the purpose of the
election of directors and for the transaction of such other business as may be
brought before the meeting."




Section 3.  Notice.  Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to
vote at such meeting not less than 10 nor more than 60 days before the date of
the meeting.

Section 4.  List of Stockholders.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.



                                       2

Section 5. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes may be called by the President or the Executive Vice
President and shall be called by the President or Executive Vice President at
the request in writing of a majority of the Board of Directors, or at the
request in writing of stockholders owning a majority in amount of either class
of the capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meeting. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than 10 nor more than 60
days before the date of the meeting, to each stockholder entitled to vote at
such meeting.

Section 7. Business at Special Meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however,



                                       3



such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
resent or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 9.  Voting Power.  When a quorum is present at any meeting, the vote of
the holders of a majority of stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

Section 10.  Voting. At all meetings of the stockholders, every registered owner
of shares entitled to vote shall at every meeting of the stockholders be
entitled to one vote in



                                       4


person or by proxy for each share of the capital stock having voting power held
by such stockholder, but no proxy shall be voted on after three years from its
date, unless the proxy provides for a longer period. At all elections of
Directors, the voting shall be by ballot.

Section 11. Consent. Any action required or permitted to be taken at any annual
or special meeting of stockholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

Section 12. Chairman of Meeting. The President shall preside at all meetings of
the stockholders; and, in the absence of the President, the Board of Directors
may appoint any stockholder to act as chairman of the meeting.

Section 13. Secretary of Meeting. The Secretary of the Corporation shall act as
Secretary of all meetings of the



                                       5

stockholders; and, in his absence, the Board of Directors may appoint any person
to act as secretary of the meeting.


                                  Article III

                                   Directors

"Section 1. Number and Term of Office. The business and the property of the
Corporation shall be managed and controlled by the board of directors. The
number of directors shall be at least three (3), but no more than twenty (20).
The Directors shall act only as a Board and the individual Directors shall have
no power as such.

Each Director shall serve until the next annual meeting or until his successor
shall have been duly chosen.

Section 2. Vacancies. In case of any vacancy in Directors, through death,
resignation, disqualification, increase in the number of Directors, or any other
cause, the remaining Directors may by unanimous vote, and if they are unable to
unanimously agree the stockholders shall, elect a new Director to fill such
vacancy and to hold office until the election of his successor. The acceptance
of a resignation shall not be necessary to make it effective.

Section 3. Business of Corporation. The business of the Corporation shall be
managed by or under the direction of its Board of Directors.




                                       6



                       Meetings of the Board of Directors


Section 4.  Place.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

Section 5.  First Meeting.  The first meeting of each newly elected Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this by-law shall be necessary to
the


                                       7


newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time
be determined by the Board.

Section 7. Special Meetings. Special meetings of the Board may be called by the
President on one day's notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the President in like
manner and on like notice on the written request of two directors.

Section 8. Quorum. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation;
provided, however, that the approval of not less than 5 directors shall be
required for any contract or transaction between the Corporation and one or
more of its directors or officers or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers or have a financial
interest. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.


                                       8



Section 9.  Consent.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

Section 10.  Participation in Meetings.  Members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

Section 11.  Manifestation of dissent.  A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent


                                       9






shall not apply to a director who voted in favor of such action.


                             Committee of Directors

Section 12.  Designation.  The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

     In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting
an


                                       10






agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution of the Corporation or a revocation
of a dissolution amending the By-laws of the Corporation, or approving any
contract or transaction referred to in the proviso contained in Section 8 of
this Article; and, unless the resolution so provides, no such committee shall
have the power and authority to declare a dividend or to authorize the issuance
of stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

Section 13.  Minutes of Meetings.  Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

Section 14.  Rules of Procedure.  A majority of the members of any committee
may fix its rules of procedure. All action by any committee shall be reported
to the Board of Directors at a meeting succeeding such action and shall be
subject to revision, alteration, and approval by the Board of Directors;
provided that no rights or acts of third parties shall be affected by any such
revision or alteration.


                                       11






                           Compensation of Directors

Section 15.  Payments.  The Board of Directors shall have the authority to fix
the compensation of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of committees may be allowed like compensation for attending committee
meetings. Any payments pursuant to this Section shall require the approval of
not less than 5 directors.


                              Removal of Directors

Section 16.  Removal.  Unless otherwise restricted by law, any director or
directors may be removed, with or without cause, by the holders of a majority
of shares of stock entitled to vote for the election of the director or
directors being removed.


                                   Article IV

                                    Notices

Section 1.  Requirements.  Whenever, under the provisions of the statutes or of
these By-Laws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given


                                       12





in writing, by mail, addressed to such director or stockholder, at his address
as it appears on the record of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

Section 2.  Waiver.  Whenever any notice is required to be given under the
provisions of the statutes or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.


                                   Article V

                                    Officers

Section 1.  Officers.  The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, an Executive Vice President, a
Secretary and a Treasurer. The Board of Directors may also choose additional
Vice Presidents, and one or more Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these By-laws otherwise provide.


                                       13



Section 2. Appointment. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, an Executive Vice
President, a Secretary and a Treasurer.

Section 3. Other Officers and Agents. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

Section 4. Salaries. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors through the affirmative vote of not
less than 5 directors.

Section 5. Term of Office. The officers of the Corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

Section 6. Duties of Officers. One or more such officers shall be specifically
designated to sign instruments and stock certificates. One of the officers shall
have the duty to record the proceedings of the meetings of stockholders and
directors in a book to be kept for that purpose. Any number of offices may be
held by the same person.


                                       14


Section 7. President and Executive Vice President. The President shall be the
principal executive, administrative and financial officer of the corporation and
shall in general supervise and control all of the business and affairs of the
corporation. He shall preside at all meetings of the stockholders and of the
Board of Directors. The President shall be elected from among the directors. In
the absence of the President or in the event of a vacancy in such office, the
Executive Vice President shall perform the duties of the President and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. The President or Executive Vice President may sign any deed,
mortgage, bond, contract or other instrument which the Board of Directors has
authorized to be executed, except in cases where the execution thereof shall be
expressly delegated by the Board of Directors or by these By-laws to some other
officer or agent of the corporation or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of the President and Executive Vice President, respectively, and such
other duties as may be prescribed by the Board of Directors from time to time.
The President and Executive Vice President shall be ex officio members of all
committees that may, from time to time, be constituted by the Board of
Directors.


                                       15

Section 8. Vice Presidents. In the absence of the Executive Vice President or in
the event of a vacancy in such office, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the Executive
Vice President and when so acting shall have all the powers of and be subject to
all the restrictions upon the Executive Vice President; and shall perform such
other duties as from time to time may be assigned to him by the President, the
Executive Vice President, or the Board of Directors.

Section 9. Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation; (d) keep a register of
the post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (e) have general charge of the stock transfer
books of the corporation; and (f) in general perform all duties as from time to
time may be assigned to him by the President or by the Board of Directors.


                                       16

Section 10. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositaries as may be designated by the Board of Directors.

     He shall disburse the funds of the corporation as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and Board of Directors, at the regular meetings of the
Board or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

     If required by the Board of Directors, he shall give the Corporation a bond
in such sum and with such surety or sureties as shall be satisfactory to the
Board of Directors for the faithful performance of the duties of his office and
for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.


                                       17

                                   Article VI

                              Certificate of Stock

Section 1. Issuance of Stock. Every holder of stock in the corporation shall be
entitled to have a certificate signed by, or in the name of the corporation by,
an officer or officers designated to sign stock certificates by the Board of
Directors, certifying the number of shares owned by him in the Corporation.

     Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

     If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which


                                       18

the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

Section 2. Signatures. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.


                               Lost Certificates

Section 3. Replacements. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion


                                       19

and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.


                               Transfer of Stock

Section 4. Transfer. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                               Fixing Record Date

Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to


                                       20

exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.


                            Registered Stockholders

Section 6. Owner of Shares. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                  Article VII

                               General Provisions

Section 1. Dividends. Dividends upon the capital stock of


                                       21

the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

Section 2. Reserves. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Section 3. Annual Statement. The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

Section 4. Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other persons as the Board
of Directors may from time to time designate.


                                       22

Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section 6. Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the works "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                                  Article VIII

                                   Amendments

Section 1. Amendment of Bylaws. These Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the stockholders or by the Board of Directors,
since such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting; provided, however,
that any amendment, repeal or other modification of the proviso contained in
Section 8 of Article III by the Board of Directors shall require the approval of
not less than 5 directors. Even though the power to adopt, amend or repeal
Bylaws is conferred upon the Board of Directors by the Certificate of
Incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend or repeal Bylaws.


                                       23

                                   Article IX

                   Indemnification of Directors and Officers

     (a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Corporation by reason of the fact
that he is or was a director or officer or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expense, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct


                                       24

was unlawful.

     (b) The Corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer or is or was serving at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
Court of Chancery or such other Court shall deem proper.


                                       25

     (c) To the extent that a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b), unless ordered by a
court, should be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to such action, suit or proceeding, or (2) if such
a quorum is not obtainable or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

     (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking


                                       26

by or on behalf of the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized by this section.

     (f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.

     (g) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director or officer or
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this section.

     (h) For purposes of this section, references to "the Corporation" shall
include, in addition to the resulting


                                       27

corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.

     (i)  In addition to any indemnification permitted by these by-laws, the
Board of Directors shall, in its sole discretion, have the power to grant such
indemnification as it deems in the interest of the Corporation to those persons
serving the Corporation as an employee or agent to the full extent permitted by
law.






                                       28

EX-3.63

                                  Exhibit 3.63


                           ARTICLES OF INCORPORATION
                                       OF
                     HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA

                                      ONE

The name of this corporation is HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA


                                      TWO

     A.  The purpose for which this corporation is formed are:

          1. To engage in any lawful business or businesses.

          2. For the purpose of attaining or furthering any of its purposes or
     businesses:

               (a) To become a member of any partnership or joint venture and to
          enter into any lawful arrangements for sharing profits and/or losses
          in any transaction or transactions, and to promote and organize other
          corporations;

               (b) To do business anywhere in the world;

          and

               (c) Either as principal or agent, to do any or all things and to
          exercise any or all of the powers which and to the same extent as a
          natural person could do or exercise and which now or hereafter are
          authorized by law.

     B.  The specific business in which the corporation shall be engaged in the
business of owning and operating health clubs.

     C. The foregoing shall be construed as objects, purposes and powers and the
enumeration thereof shall not be held to limit or restrict in any manner the
powers now or hereafter conferred on this corporation by the laws of the state
of California.


                                     THREE

     The county in the State of California where the principal office for the
transaction of the business of this corporation is to be located is Orange
county.

                                      FOUR

     The number of Directors of this corporation shall be seven (7). The names
and addresses of the persons who are appointed to act as the first directors are
as follows:



     Name                     Address
     ----                     -------
                      
Lorraine Plante          One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Jeanne Rees              One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Sylvia Leubner           One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Karen Swenson            One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Phyllis Newstat          One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Marilyn Blazell          One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Olivia Basulto           One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017


                                      FIVE

     This corporation is authorized to issue only one class of shares. The total
number of shares which it is to have authority to issue is 25,000. The par value
of such shares shall be $1.00. The aggregate par value of all shares is
$25,000.00.

     IN WITNESS WHEREOF, for the purpose of forming this

                                       2.

corporation under the laws of the State of California, the undersigned,
constituting the incorporators of this corporation and being all of the persons
named above as the directors of this corporation, have executed these Articles
of Incorporation on February 14, 1972.


                                        /s/ LORRAINE PLANTE
                                   ---------------------------
                                            Lorraine Plante

                                        /s/ JEANNE REES
                                   ---------------------------
                                            Jeanne Rees

                                        /s/ SYLVIA LEUBNER
                                   ---------------------------
                                            Sylvia Leubner

                                        /s/ KAREN SWENSON
                                   ---------------------------
                                            Karen Swenson

                                        /s/ PHYLLIS NEWSTAT
                                   ---------------------------
                                            Phyllis Newstat

                                        /s/ MARILYN BLAZELL
                                   ---------------------------
                                            Marilyn Blazell

                                        /s/ OLIVIA BASULTO
                                   ---------------------------
                                            Olivia Basulto


                                       3.

STATE OF CALIFORNIA      )
                         )  ss.
COUNTY OF LOS ANGELES    )



     On this 14th day of February, 1972, before me, the undersigned, a Notary
Public in and for the County of Los Angeles, State of California, personally
appeared LORRAINE PLANTE, JEANNE REES, SYLVIA LEUBNER, KAREN SWENSON, PHYLLIS
NEWSTAT, MARILYN BLAZELL and OLIVIA BASULTO, known to me to be the persons whose
names are subscribed to the within instrument, and acknowledged to me that they
executed the same.

     WITNESS my hand and official seal.




[OFFICIAL SEAL
 VIRGINIA M. LOPES]                                 /s/ Virginia M. Lopes
                                           -------------------------------------
                                               Notary Public in and for said
                                                     County and State

EX-3.64

                                                                    Exhibit 3.64






                                    BY-LAWS

                                       OF

                            HOLIDAY SPA HEALTH CLUBS

                                 OF CALIFORNIA

                                     INDEX


Article No.                           Heading                             Page
- -----------                           -------                             ----
                                                                    

    I           DIRECTORS

                 Section 1            Number                                1

                 Section 2            Qualifying shares not
                                      required                              1

                 Section 3            Quorum and Vote                       1


                 Section 4            Election                              2


                 Section 5            Vacancies                             2


                 Section 6            Place of meeting                      2


                 Section 7            Organization meeting                  3


                 Section 8            Special meetings                      3


                 Section 9            Adjourned meetings                    4


                 Section 10           Waiver of notice                      4


                 Section 11           Action without meeting                4


                 Section 12           Powers and duties                     5

                    (a)               Management of corporate affairs       5

                    (b)               Selection and removal of
                                      officers, agents and employees        5

                    (c)               Issuance of shares                    5

                    (d)               Incurring of indebtedness             6

                    (e)               Authorization of signatures           6

                    (f)               Fixing principal office and
                                      place of meetings                     6

                    (g)               Committees                            6










                                       i



Article No.                           Heading                             Page
- -----------                           -------                             ----
                                                                    

                    (h)               General powers                        6

                 Section 13           Directors to serve without
                                      salary                                7

    II           OFFICERS

                 Section 1            Enumeration                           7

                 Section 2            Powers and duties of the
                                      chairman of the board                 7

                 Section 3            Powers and duties of the
                                      president                             8

                 Section 4            Powers and duties of the
                                      vice-presidents                       8

                 Section 5            Duties of the secretary               9

                    (a)               Minutes                               9

                    (b)               Corporate seal                        9

                    (c)               Books and other records               9

                    (d)               Share register                        9

                    (e)               General duties                        9

                 Section 6            Duties of the treasurer               9

                    (a)               Receipt, deposit, and
                                      disbursement of funds                 9

                    (b)               Books of Account                     10

                    (c)               General Duties                       10

    III          SHAREHOLDERS


                 Section 1            Quorum and Vote                      10

                 Section 2            Place of meeting                     10

                 Section 3            Annual meeting                       10

                 Section 4            Special meetings                     11





                                       ii



Article No.                   Heading                                      Page
- -----------                   -------                                      ----
                                                                     
               Section 5      Adjourned meetings                             11

               Section 6      Notice of regular or special meetings          11

               Section 7      Notice of adjourned meetings                   13

               Section 8      Proxies                                        13

               Section 9      Consent of absentees                           14

               Section 10     Action without meeting                         14

               Section 11     Voting rights                                  15


     IV   MISCELLANEOUS

               Section 1      Record dates and closing of transfer books     15

               Section 2      Inspection of corporate records                16

               Section 3      Inspection of by-laws                          16

               Section 4      Annual report to shareholders                  17

               Section 5      Representation of shares of other
                              corporations                                   17


     V    SEAL                                                               17


     VI   AMENDMENTS

               Section 1      By shareholders                                17

               Section 2      By the directors                               18


          CERTIFICATE AS TO ADOPTION OF BY-LAWS                              18



                                      iii



                                   ARTICLE I

                                   DIRECTORS

     Section 1.  The number of directors shall be four (4) or such number as
shall be determined from time to time by resolutions of the Board of Directors.
Directors need not be residents of the State of California nor shareholders of
the corporation. The directors, other than the first board of directors, shall
be elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first board of directors shall hold
office until the first annual meeting of shareholders.

     Section 2.  Qualifying shares not required.  Directors need not be
shareholders of the corporation.

     Section 3.  Quorum and Vote.

          (a)  For (4) directors shall constitute a quorum, except for the
transaction of such business by the board of directors as hereinafter
described, which shall require approval of not less than five (5) members of
the board.

          (b)  The determination of any sale, bonus or other compensation
payable to any employee and the declaration and payment of any dividends or
other corporate distributions distributable to any shareholder shall require
the affirmative vote of not less than five (5) members of the Board. Any change
in the organization of the corporation, or any change in the operations or
policies of this corporation, set forth in the Shareholders Agreement,
including without limitation, any change in the articles of incorporation, any
increase in the authorized

shares of capital stock, the vesting of any new class or series of capital
stock, the sale of any securities, the sale of substantially all of the assets
of the corporation, the sale of the assets of any one or more health clubs, the
closing of any one or more health clubs, and any merger, consolidation,
recapitalization or other reorganization of the corporation, and any substantial
and material change in the business or policies of the corporation, including
without limitation, any expansion thereof, any acquisition or construction of
any new facility or any substantial assets acquisition shall require the
approval of not less than five (5) members of the board of directors.

     Section 4. Election. Election of directors is governed in accordance with
the terms and provisions of the Shareholders Agreement. Directors shall be
elected at each annual meeting of shareholders and shall continue in office
until the election of their successors. If directors are not elected at an
annual meeting or if such meeting is not held, directors may be elected at a
special meeting of shareholders.

     Section 5. Vacancies. Vacancies occurring in the office of director shall
be filled by the remaining persons within the "group", as that term is defined
in accordance with paragraphs 4(a)(iii) and (iv) of the Shareholders Agreement,
of which such director was a part.

     Section 6. Place of meeting. Meetings of the board of directors shall be
held at the principal office of the corporation or at such place within or
without the State of California as is fixed from time to time by resolution of
the board or


                                       2

by written consent of all members of the board. Whenever a place other than the
principal office is fixed by resolution as the place at which future meetings
are to be held, written notice thereof shall be sent not later than the
following business day to all directors who were absent from the meeting at
which the resolution was adopted.

     Section 7. Organization meeting. Immediately following each annual meeting
of shareholders a regular meeting of the board of directors shall be held for
the purpose of organizing, electing officers, and transacting other business.
Notice of such meetings need not be given.

     Section 8. Special meetings. Special meetings of the board of directors may
be called at any time by the president and the president shall call a special
meeting at any time upon the written request of two (2) directors. Written
notice of the time and place of a special meeting shall be given to each
director, either personally or by sending a copy thereof by mail or by
telegraph, charges prepaid, to his address appearing on the books of the
corporation or theretofore given by him to the corporation for the purpose of
notice. In case of personal service, such notice shall be so delivered at least
twenty-four hours prior to the time fixed for the meeting. If such notice is
mailed, it shall be deposited in the United States mail in the place in which
the principal office of the corporation is located at least seventy-two hours
prior to the time fixed for the holding of the meeting. If telegraphed it


                                       3

shall be delivered to the telegraph company at least forty-eight hours prior to
the time fixed for the holding of the meeting. If notice is not so given by the
secretary, it may be given by the president or the directors requesting the
meeting may issue the call and give the notice.

     Section 9. Adjourned meetings. A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour. In the absence of a
quorum a majority of the directors present may adjourn from time to time to meet
again at a stated day and hour prior to the time fixed for the next regular
meeting of the board. The motion for adjournment shall be recorded in the minute
book of the corporation. Notice of the time and place of an adjourned meeting
need not be given to any director if the time and place is fixed at the meeting
adjourned.

     Section 10. Waiver of notice. The transactions of any meeting of the board
of directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if either before or after the meeting each of the directors not
present signs a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

     Section 11. Action without a meeting. Any action required or permitted to
be taken by the board of directors under any provision of Division 1, Title 1 of
the California


                                       4

Corporation Code may be taken without a meeting, if all members of the board
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors. Any certificate or other document
filed under any provision of Division 1 of Title 1 of the California Corporation
Code which relates to action so taken shall state that the action was taken by
unanimous written consent of the board of directors without a meeting and that
the by-laws authorize the directors to so act.

     Section 12. Powers and duties. The powers and duties of the board of
directors are:

     (a) Management of corporate affairs. To conduct, manage and control the
business and affairs of the corporation and to make rules and regulations
therefor consistent with the articles of incorporation and the by-laws.

     (b) Selection and removal of officers, agents and employees. To select all
the other officers, agents and employees of the corporation, to remove them at
pleasure, either with or without cause, to prescribe for them duties consistent
with the articles of incorporation and the by-laws, and to fix their
compensation.

     (c) Issuance of shares. From time to time to cause shares to be issued, to
fix the consideration therefor, and to prescribe the form of share certificates.


                                       5

     (d)  Incurring of indebtedness. To borrow money and to incur indebtedness
for the purposes of the corporation and to cause promissory notes, bonds,
debentures and other evidences of indebtedness, and mortgages, deeds of trust,
pledge agreements, or other instruments of hypothecation to be executed as
security therefor in the corporate name.

     (e)  Authorization of signatures. From time to time to designate the person
or persons authorized to sign or endorse checks, drafts, or other orders for the
payment of money, issued in the name of or payable to the corporation.

     (f)  Fixing principal office and place of meetings. From time to time to
change the location of the principal office in the County of Orange and from
time to time to designate any place within or without the State of California as
the place at which meetings of the board of directors or of the shareholders
shall be held.

     (g)  Committees. To appoint an executive committee and other committees,
and to delegate to the executive committee any of the powers and authority of
the board in the management of the business and affairs of the corporation,
except the power to declare dividends and to adopt, amend, or repeal by-laws.
The board of directors shall have the power to prescribe the manner in which
proceedings of the executive committee and other committees shall be conducted.
The executive committee shall be composed of two or more directors.

     (h)  General Powers. Generally to exercise such powers and duties as are
usually vested in directors of corporations or authorized by the Corporations
Code of the State of California.

                                       6

     (i)  Notwithstanding anything herein to the contrary, the determination of
any salary, bonus or other compensation payable to any employee and any
dividends or other corporate distributions distributable to any Shareholders
shall require the approval of five (5) members of the Board of Directors. Any
change in the organization of HOLIDAY (including, without limitation, any change
in the Articles of Incorporation, any change in the By-Laws, an increase in the
number of authorized shares of capital stock, the vesting of any new class or
series of capital stock, a sale of substantially all of the assets of HOLIDAY, a
sale of the assets of any one or more club, the closing of any one or more
clubs, a merger, consolidation, recapitalization or other reorganization of the
Corporation), any change in the business or policies of HOLIDAY (including,
without limitation, any expansion thereof, any acquisition or construction of a
new club facility, or any other substantial asset acquisition), and any other
matters normally requiring approval or authorization of the Board of Directors
of a corporation shall require the approval of five (5) members of the Board of
Directors.

                                       6A

     Section 13.    Directors to serve without salary. No director shall receive
any salary or other compensation for acting as a director unless such salary or
other compensation is authorized by the affirmative vote of a majority of the
authorized number of members of the board.

                                   ARTICLE II

                                    OFFICERS

     Section 1.     Enumeration. The officers of the corporation shall be a
president, one or more vice presidents, a secretary, a treasurer, and such other
officers as are elected by the board of directors including in its discretion a
chairman of the board. Officers shall be elected by and shall hold office at the
pleasure of the board of directors. When the duties do not conflict any two or
more offices except those of president and secretary or president and assistant
secretary may be held by the same person.

     Section 2.     Powers and duties of the chairman of the board. The chairman
of the board, if there shall be such an officer, shall, if present, preside at
all meetings of the board of directors and exercise and perform such other
powers and duties as may be from time to time assigned to him by the board of
directors.

                                       7

     Section 3.     Powers and duties of the president. Subject to such
supervisory powers, if any, as may be given by the board of directors to the
chairman of the board, if there be such an officer, the president shall be the
chief executive officer of the corporation and, subject to the control of the
board of directors shall have general supervision, direction and control of the
business of the corporation and its employees and shall exercise such general
powers and duties of management as are usually vested in the office of president
of a corporation. He shall preside at all meetings of the shareholders and in
the absence of the chairman of the board, or if there be none, at all meetings
of the board of directors. He shall be, ex officio, a member of all standing
committees.

     Section 4.     Powers and duties of the vice presidents. In the absence or
disability of the president, the vice presidents in order of their rank as fixed
by the board of directors or if not ranked, the vice president designated by the
board of directors, shall perform all of the duties of the president and when so
acting shall have all the powers of and be subject to all of the restrictions
upon the president. The vice presidents shall have such other powers and perform
such other duties as are prescribed for them from time to time by the board of
directors.

                                       8

     Section 5. Duties of the secretary. The secretary shall

     (a) Minutes. Keep full and complete minutes of the meetings of the board of
directors and of the meetings of the shareholders and give notice, as required,
of all such meetings;

     (b) Corporate seal. Keep the seal of the corporation and affix the same to
all instruments executed by the corporation which require it;

     (c) Books and other records. Maintain custody of and keep the books and
other records of the corporation except such as are in the custody of the
treasurer;

     (d) Share register. Keep at the principal office of the corporation a share
register, or a duplicate share register if a transfer agent is employed to keep
the original share register, showing the ownership and transfers of ownership of
all shares;

     (e) General duties. Generally, perform all duties which pertain to his
office and which are required by the board of directors.

     Section 6. Duties of the treasurer. The treasurer shall

     (a) Receipt, deposit, and disbursement of funds. Receive, deposit, and
disburse funds belonging to the corporation;


                                       9

     (b) Books of Account. Maintain custody of and keep the books of account of
the corporation;

     (c) General Duties. Generally, perform all duties which pertain to his
office and which are required by the board of directors.


                                  ARTICLE III

                                 SHAREHOLDERS

     Section 1. Quorum and Vote. Authority to vote the shares of this
corporation is restricted by the provisions of the Shareholders Agreement.
Subject to the terms and provisions of such Agreement, the presence in person or
by proxy of the persons entitles to vote 51% of the voting shares at any meeting
of shareholders shall constitute a quorum. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.

     Section 2. Place of meeting. Meetings of the shareholders shall be held at
the principal office of the corporation or at such place within or without the
State of California as is designated by the board of directors or by the written
consent of all shareholders entitled to vote thereat, given either before or
after the meeting and filed with the secretary of the corporation.

     Section 3. "Annual Meeting. A regular annual meeting of the shareholders
shall be held during the third week of January in each calendar year commencing
with the year 1994 at such date and time as determined by the board of
directors. If the day designated is a legal holiday, the meeting shall be held
on the next succeeding business day."


                                       10

     Section 4.  Special meetings.  Special meetings of the shareholders may be
held at any time for any purpose or purposes. Such special meetings may be
called at any time by the president or by the board of directors or by any two
or more members of the board, or by one or more shareholders holding not less
than one-fifth of the voting power of the corporation.

     Section 5.  Adjourned meetings.  Any meeting of shareholders, whether or
not a quorum is present, may be adjourned from day to day or from time to time
by the vote of a majority of the shares the holders of which are either present
at the meeting or represented by proxy. The motion for adjournment shall be
recorded in the minute book of the corporation.

     Section 6.  Notice of regular or special meetings.  Written notice
specifying the place, day and hour of any regular or special meeting, the
general nature of the business to be transacted thereat, and all other matters
required by law, shall be given to each shareholder of record entitled to vote,
either personally or by sending a copy thereof by mail or telegraph, charges
prepaid, to his address appearing on the books of the corporation or theretofore
given by him

                                       11



to the corporation for the purpose of notice or if no address appears or has
been given addressed to the place where the principal office of the corporation
is situated. It shall be the duty of the secretary to give notice of each annual
meeting of the shareholders at least ten (10) days and not more than sixty (60)
days before the date on which it is to be held. If notice is not so given by the
secretary it may be given not less than seven (7) days before such date by any
other officer or by any shareholder entitled to vote. Whenever an officer has
been duly requested to call a special meeting of shareholders, it shall be his
duty to fix the date and hour thereof, which date shall be not less than ten
(10) days and not more than sixty (60) days after the receipt of such request if
the request has been delivered in person or after the date of mailing the
request, as the case may be, and to give notice of such special meeting not less
than seven (7) days before the date on which the meeting is to be held. If the
date of such special meeting is not so fixed and notice thereof given within
seven (7) days after the date of delivery or the date of mailing the request,
the date and hour of such meeting may be fixed by the person or persons calling
or requesting the meeting and notice thereof shall be given by such person

                                       12

or persons not less than seven (7) nor more than sixty (60) days before the
date on which the meeting is to be held.

     Section 7.     Notice of adjourned meetings. It shall not be necessary to
give any notice of the time and place of any adjourned meeting or of the
business to be transacted thereat other than by announcement at the meeting at
which such adjournment is taken, except that when a meeting is adjourned for
thirty (30) days or more notice of the adjourned meeting shall be given as in
the case of an original meeting.

     Section 8.     Proxies. The appointment of a proxy or proxies shall be made
by an instrument in writing executed by the shareholder or his duly authorized
agent and filed with the secretary of the corporation. No proxy shall be valid
after the expiration of eleven (11) months from the date of its execution unless
the shareholder executing it specifies therein the length of time for which it
is to continue in force, which in no case shall exceed seven (7) years from the
date of its execution. At a meeting of shareholders all questions concerning the
qualification of voters, the validity of proxies, and the acceptance or
rejection of votes, shall be decided by the secretary of the meeting unless


                                       13

inspectors of election are appointed pursuant to section 2232 of the California
Corporations Code, in which event such inspectors shall pass upon all questions
and shall have all other duties specified in said section.

     Section 9.     Consent of absentees. The transactions of any meeting of
shareholders, either annual, special or adjourned, however called and noticed,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum is present and if, either before or after the meeting, each
shareholder entitled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

     Section 10.    Action without meeting. Any action which under any provision
of Division 1, Title 1 of the California Corporations Code may be taken at a
meeting of the shareholders may be taken without a meeting if authorized by a
writing signed and filed with the Secretary of the corporation either by all of
the persons who would be entitled to vote at a meeting for such purpose or, if
as to any specific action a lesser number is permitted by the Code to act by
written consent, then by not less than such lesser number.

                                       14





     Section 11.  Voting rights. If no future date is fixed for the
determination of the shareholders entitled to vote at any meeting of
shareholders, only persons in whose names shares entitled to vote stand on the
stock records of the corporation on the day of any meeting of shareholders shall
be entitled to vote at such meeting.

                                   ARTICLE IV

                                 MISCELLANEOUS

     Section 1.  Record dates and closing of transfer books. From time to time
the board of directors may fix a future date, not exceeding fifty (50) days
preceding the date of any meeting of shareholders or the date fixed for the
payment of any dividend or distribution or for the allotment of rights or when
any change or conversion or exchange of shares is to go into effect, as the
record date for the determination of the shareholders entitled to notice of and
to vote at any such meeting or to receive any such dividend or distribution or
any allotment of rights or to exercise the rights with respect to any such
change, conversion, or exchange of shares. If a time is so fixed only
shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting or to receive such dividend or distribution or allotment
of rights or to exercise such rights, as the case may be, notwithstanding any
transfer of


                                       15


shares on the books of the corporation after the record date so fixed. The
board of directors may close the books of the corporation against transfers of
shares during the whole or any part of the period between the record date and
the date so fixed for the meeting, payment, distribution, allotment, change, or
exercise of rights.

     Section 2.  Inspection of corporate records. The share register or
duplicate share register, the books of account, and the minutes of the
proceedings of the shareholders and directors shall be open to inspection upon
the written demand of any shareholder at any reasonable time and for a purpose
reasonably related to his interests as a shareholder and shall be exhibited at
any time when required by the demand of ten percent or more of the shares
represented at any shareholders' meeting. Such inspection may be made in person
or by an agent or attorney and shall include the right to make extracts. Demand
of inspection other than at a shareholders' meeting shall be made in writing
upon the president, secretary or assistant secretary of the corporation.

     Section 3.  Inspection of by-laws. The corporation shall keep in its
principal office for the transaction of business the original or a copy of the
by-laws as amended or otherwise altered to date, certified by the


                                       16

secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.

     Section 4.  Annual report to shareholders. The corporation shall send to
its shareholders an annual report in the form prescribed by the Corporations
Code of California not later than 120 days after the close of each of its
accounting years.

     Section 5.  Representation of shares of other corporations. The president
or any vice-president and the secretary or assistant secretary of the
corporation, acting either in person or by a proxy or proxies designated in a
written instrument duly executed by said officers, are authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any
shares of any other corporation standing in the name of this corporation.

                                   ARTICLE V

                                      SEAL

     The corporation shall have a seal containing the words
     HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA
     INCORPORATED FEBRUARY 18, 1972 CALIFORNIA
being the same as that imprinted on the margin hereof.

                                   ARTICLE VI

                                   AMENDMENTS

Section 1.  By shareholders. Except for any

                                       17


change for which a larger number is required by law or pursuant to the terms of
the Shareholders Agreement, these by-laws may be amended or repealed or new or
additional by-laws may be adopted by the vote or written consent of shareholders
entitled to exercise 51% of the voting power of the corporation.

     Section 2.  By the directors. These by-laws may be amended or repealed or
new or additional by-laws may be adopted by the vote of not less than five (5)
members of the board of directors, or by unanimous written consent of the board
of directors, and the right of the directors to change the authorized number of
directors shall be subject to all of the provisions of section 301 of the
California Corporations Code and of the Shareholders Agreement.

                     CERTIFICATE AS TO ADOPTION OF BY-LAWS

     I hereby certify that I am the duly elected and acting secretary of HOLIDAY
SPA HEALTH CLUBS OF CALIFORNIA, a California corporation, and that the foregoing
by-laws consisting of eighteen pages, including this page, constitute the
original by-laws of said corporation, duly adopted at a meeting of the board of
directors thereof held

     IN WITNESS WHEREOF, I have hereunto subscribed my

                                       18




name and affixed the seal of said corporation this      day of



                                             /s/ illegible
                                          ------------------------
                                                  Secretary










                                       19

EX-3.65

                                                                          PAGE 1
                                                                    Exhibit 3.65


                           [STATE OF DELAWARE EMBLEM]
                          Office of Secretary of State

I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RENEWAL OF
HOLIDAY UNIVERSAL, INC. FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JUNE,
A.D. 1984, AT 9 O'CLOCK A.M.




                              | | | | | | | | | |








                                                     /s/ Glenn C. Kenton
                                             -----------------------------------
                                             Glenn C. Kenton, Secretary of State
                                                        AUTHENTICATION: 10278241
                                                                DATE: 06/29/1984



                                                    (Seal of Secretary of State)


                                  CERTIFICATE

            FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION

     Holiday Universal, Inc., a corporation organized under the laws of
Delaware, The Certificate of Incorporation of which was filed in the Office of
the Secretary of State on the 24th day of October, 1979, the Certificate of
Incorporation of which was voided for non-payment of taxes, now desires to
procure a restoration, renewal and revival of its Certificate of Incorporation,
and hereby certifies as follows:

     1.   The name of this corporation is Holiday Universal, Inc.

     2.   Its registered office in the State of Delaware is located at 100 West
Tenth Street, City of Wilmington, County of New Castle and the name of its
registered agent at such address is The Corporation Trust Company.

     3.   The date when the restoration, renewal and revival of the Certificate
of Incorporation of this company is to commence is the 29th day of February,
A.D. 1984, same being prior to the date of the expiration of the Certificate of
Incorporation. This renewal and revival of the Certificate of Incorporation of
this corporation is to be perpetual.

     4.   This corporation was duly organized under the Laws of the State of
Delaware and carried on the business authorized by its Certificate of
Incorporation until the 1st day





of March A.D. 1984, at which time its Certificate of Incorporation became
inoperative and void for non-payment of taxes and this certificate for renewal
and revival is filed by authority of the duly elected directors of the
corporation in accordance with the laws of the State of Delaware.

     IN WITNESS WHEREOF, said Holiday Universal, Inc., in compliance with
Section 312 of Title 8 of the Delaware Code has caused this certificate
to be signed by Donald A. Goldman, its last President, and attested by
William J. Fleischer, its last Secretary, this 15th day of June, 1984.



                                        Holiday Universal, Inc.




                                        By /s/ Donald A. Goldman
                                           ----------------------------------
                                           Donald A. Goldman, Last President


ATTEST:



By /s/ William J. Fleischer
   -------------------------------
   William J. Fleischer,
   Last Secretary





                                VOL G131 PAGE 22

                                    [EMBLEM]

                                     STATE
                                       OF
                                    DELAWARE

                          Office of SECRETARY OF STATE

I, Glenn C. Kenton Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Incorporation of the "HOLIDAY UNIVERSAL, INC.", as received and filed in
this office the twenty-fourth day of October, A.D. 1979, at 10 o'clock A.M.


                    In Testimony Whereof, I have hereunto set my hand and
                    official seal of Power this twenty-fourth day of October in
                    the year of our Lord one thousand nine hundred and
                    seventy-nine.




[SEAL]



                LEO J. DUGAN, Jr., Recorder /s/       Glenn C. Kenton
                                            ------------------------------------
                                            Glenn C. Kenton,  Secretary of State


  FORM 120






                                VOL G131 PAGE 19

                          CERTIFICATE OF INCORPORATION

                                       OF

                            HOLIDAY UNIVERSAL, INC.

                            _______________________


     FIRST: The name of this corporation is HOLIDAY UNIVERSAL, INC.

     SECOND: The address of its registered office in the State of Delaware is
100 West Tenth Street, in the City of Wilmington, and County of New Castle. The
name of its Registered Agent at such address is The Corporation Trust Company.

     THIRD: The nature of the business and the objects and purposes proposed to
be transacted, promoted, and carried on are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH: The total number of shares which this corporation shall have
authority to issue is ONE THOUSAND (1,000) SHARES of Common Stock without par
value.

     FIFTH: The number of the authorized shares of any class or classes of stock
may be increased or decreased by the affirmative vote of the holders of a
majority of the stock of the corporation entitled to vote.

     SIXTH: The name and mailing address of the Incorporation is as follows:

            William H. Uffelman
            1206 Farmers Bank Building
            Tenth and Market Streets
            Wilmington, Delaware  19801





                                VOL G131 PAGE 20


         SEVENTH: The powers of the Incorporator are not to terminate upon the
filing of the Certificate of Incorporation.

         EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, or
repeal the by-laws.

         NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         I, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file, and record this Certificate, and
do certify that the facts stated are true; and I have accordingly hereunto set
my Hand.

                                        /s/ William H. Uffelman
                                        ------------------------------
                                        William H. Uffelman


In the presence of:

- ---------------------------------




                                VOL G131 PAGE 21


STATE OF DELAWARE:
                 : SS.
NEW CASTLE COUNTY:



         BE IT REMEMBERED, that on this 19th day of October, A.D., 1979,
personally appeared before me, the Subscriber, a Notary Public for the State and
County aforesaid, WILLLIAM H. UFFELMAN, party to the foregoing Certificate of
Incorporation, known to me personally to be such, and I having first made known
to him the contents of said Certificate, he did acknowledge that he signed,
sealed and delivered the same as his voluntary act and deed, and deposed that
the facts therein stated were truly set forth.

         GIVEN under my Hand and Seal of office the day, month and year
aforesaid.

                                        /s/ illegible
                                        ------------------------------
                                        Notary Public

EX-3.66

                                                                    Exhibit 3.66


                                     BYLAWS
                                       OF
                             HOLIDAY UNIVERSAL, INC.


                                    Article I

                                    Offices


         The Corporation shall maintain a registered office in the State of
Delaware as required by law. The Corporation may also have offices in such other
places either within or without the State of Delaware as the Board of Directors
may from time to time designate or as the business of the Corporation may
require.


                                   Article II

                            Meetings of Stockholders



Section 1. Place: Meetings of the stockholders of the Corporation shall be held
at such place either within or without the State of Delaware as may from time to
time be designated by the Board of Directors and stated in the notice of
meeting.

"SECTION 2. ANNUAL MEETING. COMMENCING IN 1994, AN ANNUAL MEETING OF THE
STOCKHOLDERS OF THE CORPORATION SHALL BE HELD IN EACH YEAR DURING THE THIRD WEEK
OF JANUARY AT A DATE AND TIME TO BE DETERMINED BY THE BOARD OF DIRECTORS, AND IF
A LEGAL HOLIDAY, THEN ON THE NEXT SECULAR DAY FOR THE ELECTION OF DIRECTORS AND
FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY BE BROUGHT BEFORE THE
MEETING."








Section 3. Notice. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than 10 nor more than 60 days before the date of the
meeting.


Section 4. List of Stockholders. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where





the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

Section 5. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes may be called by the Chief Executive Officer or the
President, and shall be called by the Chief Executive Officer or the President
at the request in writing of a majority of the Board of Directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meeting. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than 10 nor more than 60
days before the date of the meeting, to each stockholder entitled to vote at
such meeting.




Section 7. Business at Special Meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.





Section 9. Voting Power. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

Section 10. Voting. At all meetings of the stockholders, every registered owner
of shares entitled to vote shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
At all elections of Directors, the voting shall be by ballot.

Section 11. Consent. Any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a




consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

Section 12. Chairman of Meeting. The Chairman of the Board or the President
shall preside at all meetings of the stockholders; and, in the absence of the
Chairman or the President, the Board of Directors may appoint any stockholder to
act as chairman of the meeting.

Section 13. Secretary of Meeting. The Secretary of the Corporation shall act as
Secretary of all meetings of the stockholders; and, in his absence, the Chairman
of the Board may appoint any person to act as secretary of the meeting.

                                  Article III

                                   Directors

"SECTION 1. ELECTION. THE NUMBER OF DIRECTORS SHALL BE AT LEAST THREE (3), BUT
NO MORE THAN TWENTY (20). THE DIRECTORS SHALL BE ELECTED AT THE ANNUAL MEETING
OF STOCKHOLDERS, EXCEPT AS PROVIDED IN SECTION 3 OF THIS ARTICLE, AND EACH
DIRECTOR ELECTED SHALL HOLD OFFICE UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED.
DIRECTORS NEED NOT BE STOCKHOLDERS."









Section 2.  Number of Directors.  The first Board shall consist of not less than
five and not more than fifteen directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 3 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.

Section 3.  Vacancies.  Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner

provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board, as constituted immediately prior to any such increase, the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

Section 4.  Business of Corporation.  The business of the Corporation shall be
managed by or under the direction of its Board of Directors.

                       Meetings of the Board of Directors

Section 5.  Place.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

Section 6.  First Meeting.  The first meeting of each newly elected Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders,

no notice other than this by-law shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present.

Section 7. Regular Meetings.  Regular meetings of the Board of Directors may be
held without notice at such time at such place as shall from time to time be
determined by the Board.

Section 8. Special Meetings.  Special meetings of the Board may be called by the
Chief Executive Officer or the President on one days' notice to each director,
either personally or by mail or by telegram; special meetings shall be called by
the Chief Executive Officer or the President in like manner and on like notice
on the written request of two directors unless the Board consists of only one
director; in which case special meetings shall be called by the Chief Executive
Officer or the President in like manner and on like notice on the written
request of the sole director.

Section 9. Quorum. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a

quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

Section 10.  Consent.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

Section 11.  Participation in Meetings.  Members of the Board of Directors, or
any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

Section 12.  Manifestation of dissent.  A director of the Corporation who is
present at a meeting of the Board of

Directors at which action on any corporate matter is taken shall be presumed to
have assented to the actions taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.


                            Committees of Directors

Section 13. Designation.  The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

     In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.


     Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
unless the resolution so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

Section 14. Minutes of Meetings.  Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

Section 15. Rules of Procedure.  A majority of the members of any committee may
fix its rules of procedure. All action by any committee shall be reported to the
Board of Directors

at a meeting succeeding such action and shall be subject to revision,
alteration, and approval by the Board of Directors; provided that no rights or
acts of third parties shall be affected by any such revision or alteration.

                           Compensation of Directors

Section 16.  Payments.  The Board of Directors shall have the authority to fix
the compensation of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

                              Removal of Directors

Section 17.  Removal. Unless otherwise restricted by law, any director or the
entire Board of Directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of directors.


                              Existing Committees

Section 18.  Executive Committee.  The Executive Committee shall exercise all
of the powers of the Board of Directors, except the power to declare dividends,
to issue stock, to alter or amend these By-laws or to recommend to the
stockholders any action requiring the approval of the stockholders. The
Executive Committee shall meet at stated times or on notice to all members by
any one of their own number. A majority of the whole Committee shall constitute
a quorum but the affirmative vote of a majority of the whole Committee shall be
necessary in every case.

Section 19.  Audit Committee. The Audit Committee shall review the financial
reporting and financial procedures and controls of the Corporation. The Audit
Committee shall recommend the independent auditor to the Board of Directors,
review the scope of the audit and review the work of the independent auditor.
The Audit Committee shall be composed of two or more directors, none of whom
shall be an officer or employee of the Corporation. The Audit Committee shall
meet at stated times or on notice to all members by any one of their own number
but in no case shall it meet less than once during each fiscal year. A majority
of the whole Committee


shall constitute a quorum. The Audit Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors.

Section 20.  Executive Compensation Committee.  The Executive Compensation
Committee shall review the compensation, including fringe benefits, of all
officers and executive employees and make recommendations to the Board of
Directors concerning such compensation. In making its review and
recommendations, the Executive Compensation Committee shall take into account
the compensation plans of comparable companies for comparable officers and
executive employees and such other information as it deems appropriate. The
Executive Compensation Committee shall be composed of three or more directors,
at least two of whom shall not be officers or employees of the Corporation. The
Executive Compensation Committee shall meet at stated times or on notice to all
members by any one of their own number, but in no case shall it meet less than
once during each fiscal year. A majority of the whole Committee shall constitute
a quorum. The Executive Compensation Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors.



                                   Article IV

                                    Notices

Section 1.  Requirements.  Whenever, under the provisions of the statutes or of
these By-laws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given
in writing, by mail, addressed to such director or stockholder, at his address
as it appears on the records of the corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

Section 2.  Waiver.  Whenever any notice is required to be given under the
provisions of the statutes or of these By-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                   Article V

                                    Officers


Section 1.  Officers.  The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chair-


man of the Board, a President, a Vice President, a Secretary and a Treasurer.
The Board of Directors may also choose additional Vice Presidents, and one or
more Assistant Secretaries and Assistant Treasurers. Any number of offices may
be held by the same person, unless the Certificate of Incorporation or these
By-laws otherwise provide.

Section 2.  Appointment.  The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer.

Section 3.  Other Officers and Agents.  The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

Section 4.  Salaries.  The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

Section 5.  Term of Office.  The officers of the Corporation shall hold office
until their successors are chosen



and qualify. Any officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.

Section 6.  Duties of Officers.  One or more such officers shall be specifically
designated to sign instruments and stock certificates. One of the officers
shall have the duty to record the proceedings of the meetings of stockholders
and directors in a book to be kept for that purpose. Any number of offices may
be held by the same person.

Section 7.  Chairman of the Board and President.  The Chairman of the Board
shall be the principal executive officer of the corporation. The President
shall be the principal administrative and financial officer of the corporation
and shall in general supervise and control all of the business and affairs of
the corporation. He shall preside at all meetings of the stockholders and of
the Board of Directors. The President shall be selected from among the
directors. The Chairman of the Board or the President may sign any deed,
mortgage, bond, contract or other instrument which the Board of Directors has
authorized to be executed, except in cases

where the execution thereof shall be expressly delegated by the Board of
Directors or by these By-laws to some other officer or agent of the corporation
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of the Chairman of the Board and
President, respectively, and such other duties as may be prescribed by the Board
of Directors from time to time. The President shall be ex officio a member of
all committees that may, from time to time, be constituted by the Board of
Directors, except the Audit Committee.

Section 8.  Vice Presidents.  In the absence of the President or in the event of
a vacancy in such office, the Vice President (or in the event there be more than
one Vice President, the Vice Presidents in the order designated at the time of
their election, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

Section 9. Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation; (d) keep a register of
the post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (e) have general charge of the stock transfer
books of the corporation; and (f) in general perform all duties as from time to
time may be assigned to him by the President or by the Board of Directors.

Section 10. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositaries as may be designated by the Board of Directors.

     He shall disburse the funds of the corporation as may be ordered by the
Board of Directors, taking proper

vouchers for such disbursements, and shall render to the President and Board of
Directors, at the regular meetings of the Board or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.

     If required by the Board of Directors, he shall give the Corporation a bond
in such sum and with such surety or sureties as shall be satisfactory to the
Board of Directors for the faithful performance of the duties of his office and
for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.

                                   Article VI

                              Certificate of Stock

Section 1. Issuance of Stock. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
an officer or officers designated to sign stock certificates by the Board of
Directors, certifying the number of shares owned by him in the Corporation.


     Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

     If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.


Section 2.  Signatures.  Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.


                               Lost Certificates

Section 3.  Replacements.  The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or

to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.


                               Transfer of Stock

Section 4. Transfer. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                               Fixing Record Date

Section 5. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the

purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.


                            Registered Stockholders

Section 6. Owner of Shares. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.



                                  Article VII

                               General Provisions

Section 1.  Dividends.  Dividends upon the capital stock of the Corporation may
be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2.  Reserves.  Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Section 3.  Annual Statement.  The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.






Section 4.  Checks.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 5.  Fiscal Year.  The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section 6.  Seal.  The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                                  Article VIII

                                   Amendments

Section 1.  Amendment of By-laws. These By-laws may be altered, amended or
repealed or new By-laws may be adopted by the stockholders or by the Board of
Directors, since such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice


of such alteration, amendment, repeal or adoption of new By-laws be contained in
the notice of such special meeting. Even though the power to adopt, amend or
repeal By-laws is conferred upon the Board of Directors by the Certificate of
Incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend or repeal By-laws.

                                   Article IX

     Indemnification of Directors and Officers

     (a)  The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Corporation by reason of the fact
that he is or was a director or officer or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such

action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b)  The Corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer or is or was serving at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with



the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the Court of Chancery or such other
Court shall deem proper.

     (c) To the extent that a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b), unless ordered by a
court, should be made by the



Corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of directors who are not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by the stockholders.

     (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized by this section.

     (f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which



those seeking indemnification may be entitled under any By-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (g) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this section.

     (h) For purposes of this section, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would





have had power and authority to indemnify its directors and officers so that
any person who is or was a director or officer of such constituent corporation,
or is or was serving at the request of such constituent corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

     (i) In addition to any indemnification permitted by these By-laws, the
Board of Directors shall, in its sole discretion, have the power to grant such
indemnification as it deems in the interest of the Corporation to those persons
serving the Corporation as an employee or agent to the full extent permitted by
law.

EX-3.67

                                                                    Exhibit 3.67



                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 03:30 PM 12/31/2001
                                                             010678715 - 3423541

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             IRON ACQUISITION CORP.


                    ----------------------------------------

                    PURSUANT TO SECTIONS 242 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE

                    ----------------------------------------

     Iron Acquisition Corp., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies as follows:

     1. The original Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of State of Delaware on September 27, 2001.

     2. ARTICLE FIRST of the Certificate of Incorporation is amended to read as
follows:

          "FIRST: The name of the Corporation is Crunch Fitness International,
          Inc. (the "Corporation")."

     3. The aforesaid amendment was duly adopted in accordance with the
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.















     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its Chief Executive Officer this 31st day of December, 2001.






                                           IRON ACQUISITION CORP.



                                           By:  /s/ William Fanelli
                                              ---------------------------------
                                              Name: William Fanelli
                                              Title:



                               State of Delaware
                                                                          PAGE 1
                        Office of the Secretary of State
                         ______________________________


     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "IRON ACQUISITION CORP." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF SEPTEMBER,
A.D. 2001, at 4 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.






                                       /s/ Harriet Smith Windsor
[SEAL, OFFICE OF                       -----------------------------------------
THE SECRETARY OF STATE, DELAWARE]      Harriet Smith Windsor, Secretary of State

3423541   8100H                            AUTHENTICATION: 1414850

010513962                                           DATE: 10-29-01

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:00 PM 09/27/2001
                                                             010481387 - 3423541



                          CERTIFICATE OF INCORPORATION
                                       OF
                             IRON ACQUISITION CORP.

     The undersigned, in order to form a corporation for the purpose hereinafter
stated, under and pursuant to the provisions of the Delaware General Corporation
Law, hereby certifies that:

     First. The name of the Corporation is Iron Acquisition Corp. (the
"Corporation").

     Second. The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, DE 19801, in the County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

     Third. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     Fourth. The total number of shares of stock which the Corporation is
authorized to issue is one thousand (1,000) of Common Stock, par value 0.01
dollars ($0.01) per share.

     Fifth. The name and address of the incorporator is William P. Mills, Esq.,
100 Maiden Lane, New York, New York 10038.

     Sixth. Unless and to the extent that the By-Laws of the Corporation shall
so require, the election of directors of the Corporation need not be by written
ballot.

     Seventh. In furtherance and not in limitation of the powers conferred by
the General Corporation Law of the State of Delaware, the Board of Directors of
the Corporation shall be authorized to make, alter, or repeal the By-Laws of the
Corporation as and to the extent permitted therein.

     Eighth. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which such director derived an improper personal benefit. No repeal or
modification of this Article Eighth shall adversely affect any right or
protection of a director of the Corporation in respect of any act or omission
occurring prior to the time of such repeal or modification.



     IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation on September 27, 2001.




                                    /s/ William P. Mills
                                   -----------------------------
                                       William P. Mills, Esq.
                                       Sole Incorporator



                                      -2-

EX-3.68

                                                                    Exhibit 3.68



                                    BY-LAWS

                                       OF

                             IRON ACQUISITION CORP.


                                   ARTICLE I

                                    OFFICES

     Section 1.1.  REGISTERED OFFICE.  The registered office of the Corporation
in the State of Delaware shall be located at the principal place of business in
such state of the corporation or individual acting as the Corporation's
registered agent in Delaware.

     Section 1.2.  OTHER OFFICES.  In addition to its registered office in the
State of Delaware, the Corporation may have an office or offices in such other
places as the Board of Directors may from time to time designate or the
business of the Corporation may require.


                                   ARTICLE II

                            MEETING OF STOCKHOLDERS

     Section 2.1.  TIME AND PLACE.  All meetings of the stockholders of the
Corporation shall be held at such time and place, either within or without the
State of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2.2.  ANNUAL MEETING.  The annual meeting of stockholders of the
Corporation shall be held at such date, time and place, either within or
without the State of Delaware, as shall be determined by the Board of Directors
and stated in the notice of meeting.

     Section 2.3.  SPECIAL MEETINGS OF STOCKHOLDERS.  Special meetings of
stockholders for any purpose or purposes if not otherwise prescribed by statute
or by the Certificate of Incorporation, may be called by the Board of
Directors, the President, or the Secretary and shall be called by the President
or Secretary at the request of stockholders owning





a majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote at a meeting of stockholders. Such request
shall state the purpose or purposes of the proposed meeting. The time of any
such special meeting shall be fixed by the officer calling the meeting and
shall be stated in the notice of such meeting, which notice shall specify the
purpose or purposes thereof. Business transacted at any special meeting shall
be confined to the purposes stated in the notice of meeting and matters germane
thereto.

     Section 2.4.  NOTICE OF MEETINGS.  Notice of the time and place of every
annual or special meeting of the stockholders shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting, in the manner prescribed by Section 6.1 of
these By-Laws, except that where the matter to be acted upon is a merger or
consolidation of the Corporation, or a sale, lease or exchange of all or
substantially all of its assets, such notice shall be given not less than
twenty nor more than sixty days prior to such meeting.

     Section 2.5.  QUORUM AND ADJOURNMENT OF MEETINGS.  The holders of a
majority of the shares of capital stock issued and outstanding and entitled to
vote thereat, present in person, or represented by proxy, shall be requisite
and shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by the Certificate of
Incorporation. If a majority shall not be present in person or represented by
proxy at any meeting of the stockholders at which action is to be taken by the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time
without notice other than announcement at the meeting, until holders of the
requisite number of shares of stock entitled to vote shall be present or
represented by proxy. At such adjourned meeting at which such holders of the
requisite number of shares of capital stock shall be present or represented by
proxy, any business may be


                                      -2-



transacted which might have been transacted at the meeting as originally
called. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
adjourned meeting shall be given to each stockholder of record entitled to vote
thereat.

     Section 2.6.  VOTE REQUIRED.  At any meeting of stockholders, directors
shall be elected by a plurality of votes, and all other matters shall be
decided by a majority of votes, cast by the stockholders present in person or
represented by proxy and entitled to vote, unless the matter is one for which,
by express provisions of statute, of the Certificate of Incorporation or of
these By-Laws, a different vote is required, in which case such express
provision shall govern and control the determination of such matter.

     Section 2.7.  VOTING.  At any meeting of the stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. To determine the stockholders entitled to notice of or to vote at any
meeting of the stockholders or any adjournment thereof, the Board of Directors
may fix, in advance, a record date which shall be not more than sixty days nor
less than ten days before the date of such meeting. Except as otherwise
provided by the Certificate of Incorporation or by statute, each stockholder of
record shall be entitled to one vote for each outstanding share of capital
stock standing in his or her name on the books of the Corporation as of the
record date. A complete list of the stockholders entitled to vote at any
meeting of stockholders arranged in alphabetical order with the address of each
and the number of shares held by each, shall be prepared by the Secretary. Such
list shall be open to the examination of any stockholder for any purpose
germane to the meeting during ordinary business hours for a period of at least
ten days prior to the meeting, at the locations specified by the Delaware
General Corporation Law. The list shall also be produced and kept at the time
and


                                      -3-






place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

     Section 2.8.  PROXIES.  Each proxy shall be in writing executed by the
stockholder giving the proxy or his or her duly authorized attorney. No proxy
shall be valid after the expiration of three years from its date, unless a
longer period is provided for in the proxy. Unless and until voted, every proxy
shall be revocable at the pleasure of the person who executed it or his or her
legal representatives or assigns, except in those cases where an irrevocable
proxy permitted by statute has been given.

     Section 2.9.  CONSENTS.  The provision of these By-Laws covering notices
and meetings to the contrary notwithstanding, any action required or permitted
to be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing setting forth
the action so taken shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would have been necessary to
authorize or take such action at a meeting at which all shares of stock
entitled to vote thereon were present and voted. Where corporate action is
taken in such manner by less than unanimous written consent, prompt written
notice of the taking of such action shall be given to all stockholders who have
not consented in writing thereto and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting.


                                  ARTICLE III

                                   DIRECTORS

     Section 3.1.  BOARD OF DIRECTORS.  The business and affairs of the
Corporation shall be managed by a Board of Directors. The Board of Directors
may exercise all such powers of the Corporation and do all such lawful acts and
things on its behalf as are not by statute or by


                                      -4-





the Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.

     Section 3.2.  NUMBER; ELECTION AND TENURE.  The number of directors shall
be fixed initially by the incorporator of the Corporation and thereafter such
number may be increased from time to time by the stockholders or by the Board
of Directors or may be decreased by the stockholders; provided that no decrease
in the number of directors shall shorten the term of any incumbent director.
Except as provided by law or these By-Laws, directors shall be elected each
year at the annual meeting of stockholders. Each director shall hold office
until the annual meeting of stockholders next succeeding his or her election
until his or her successor is elected and has qualified or until his or her
earlier resignation or removal.

     Section 3.3.  RESIGNATION AND REMOVAL.  A director may resign at any time
by giving written notice to the Board of Directors or to the President of the
Corporation. Such resignation shall take effect upon receipt thereof by the
Board of Directors or by the President, unless otherwise specified therein. Any
one or more of the directors may be removed, either with or without cause, at
any time by the affirmative vote of a majority of the then existing shares
outstanding at any special meeting of the stockholders called for such purpose.

     Section 3.4.  VACANCIES.  A vacancy occurring for any reason and newly
created directorships resulting from an increase in the authorized number of
directors may be filled by the vote of a majority of the directors then in
office, although less than a quorum, or by the sole remaining director, or by
the stockholders.

     Section 3.5.  COMPENSATION.  Each director shall receive for services
rendered as a director of the Corporation such compensation as may be fixed by
the Board of Directors. Nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.

                                      -5-



                                   ARTICLE IV

                             MEETINGS OF THE BOARD

     Section 4.1. TIME AND PLACE. Meetings of the Board of Directors shall be
held at such places, within or without the State of Delaware, and within or
without the United States of America, as shall be determined in accordance with
these By-Laws.

     Section 4.2. ANNUAL MEETING. Immediately after and at the place of the
annual meeting of the stockholders, or at such other place as the Board of
Directors may designate, a meeting of the newly elected Board of Directors for
the purpose of organization and the election of officers and otherwise may be
held. Such meeting may be held without notice.

     Section 4.3. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice, at such time and place as shall, from time to time,
be determined by the Board of Directors.

     Section 4.4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time and place as shall be determined by resolution of the
Board of Directors or upon the call of the President, the Secretary, or any
member of the Board of Directors on two days notice to each director by mail or
on one day's notice personally or by telecopy, telephone or telegraph. Meetings
of the Board of Directors may be held at any time without notice if all the
directors are present, or if those not present waive notice of the meeting in
writing, either before or after the meeting.

     Section 4.5  QUORUM AND VOTING. A majority of the entire Board of Directors
shall constitute a quorum at any meeting of the Board of Directors and the act
of a majority of the directors shall be the act of the Board of Directors,
except as may otherwise be specifically provided by law, the Certificate of
Incorporation or by these By-Laws. If at any meeting of the Board of Directors
there shall be less than a quorum present, the director or directors present


                                      -6-


thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall have been obtained.

     Section 4.6.  CONSENTS. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if all
members of the Board of Directors consent to such action in writing, and such
writing or writings are filed with the minutes of the proceedings of the Board
of Directors.

     Section 4.7.  TELEPHONIC MEETINGS OF DIRECTORS. The Board of Directors may
participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation by such means shall constitute
presence in person at such meeting.

                                   ARTICLE V

                            COMMITTEES OF THE BOARD

     Section 5.1.  DESIGNATION AND POWERS. The Board of Directors may in its
discretion designate one or more committees. Each committee shall consist of one
or more of the directors of the Corporation. Such committee or committees shall
have duties and powers not inconsistent with the laws of the State of Delaware,
the Certificate of Incorporation, these By-Laws, and the respective resolution
or resolutions of the Board of Directors.

                                   ARTICLE VI

                                    NOTICES

     Section 6.1.  DELIVERY OF NOTICES. Notices to directors and stockholders
shall be in writing and may be delivered personally or by mail. Notice by mail
shall be deemed to be given at the time when deposited in the United States
mail, postage prepaid, and addressed to directors or stockholders at their
respective addresses appearing on the books of the Corporation,

                                       7

unless any such director or stockholder shall have filed with the Secretary of
the Corporation a written request that notices intended for him or her be
mailed or delivered to some other address, in which case the notice shall be
mailed to or delivered at the address designated in such request. Notice to
directors may also be given by telegram or by telecopy.

     Section 6.2.  WAIVER OF NOTICE. Whenever notice is required to be given by
statute, the Certificate of Incorporation or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance of a person at a meeting of stockholders, directors or
any committee of directors, as the case may be, shall constitute a waiver of
notice of such meeting, except where the person is attending for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of stockholders, directors or committee of directors need be specified in any
written waiver of notice.

                                  ARTICLE VII

                                    OFFICERS

     Section 7.1.  EXECUTIVE OFFICERS. At the annual meeting of directors the
Board of Directors shall elect a Chairman of the Board, President, Secretary
and Treasurer and may elect one or more Vice Presidents, Assistant Secretaries
or Assistant Treasurers and such other officers as the Board of Directors may
from time to time designate or the business of the Corporation may require.
Except for the Chairman of the Board, no executive officer need be a member of
the Board. Any number of offices may be held by the same person, except that
the office of Secretary may not be held by the Chairman of the Board or the
President.

                                       8

     Section 7.2.  OTHER OFFICERS AND AGENTS. The Board of Directors may also
elect such other officers and agents as the Board of Directors may at any time
or from time to time determine to be advisable, such officers and such agents
to serve for such terms and to exercise such powers and perform such duties as
shall be specified at any time or from time to time by the Board of Directors.

     Section 7.3.  TENURE; RESIGNATION; REMOVAL; VACANCIES. Each officer of the
Corporation shall hold office until his or her successor is elected and
qualified, or until his or her earlier resignation or removal; provided, that
if the term of office of any officer elected or appointed pursuant to Section
7.2 of these By-Laws shall have been fixed by the Board of Directors, he or she
shall cease to hold such office no later than the date of expiration of such
term regardless of whether any other person shall have been elected or
appointed to succeed him or her. Any officer elected by the Board of Directors
may be removed at any time, with or without cause, by the Board of Directors;
provided, that any such removal shall be without prejudice to the rights, if
any, of the officer so employed under any employment contract or other
agreement with the Corporation. An officer may resign at any time upon written
notice to the Board of Directors. If the office of any officer becomes vacant
by reason of death, resignation, retirement, disqualification, removal from
office or otherwise, the Board of Directors may choose a successor or
successors to hold office for such term as may be specified by the Board of
Directors.

     Section 7.4.  COMPENSATION. Except as otherwise provided by these By-Laws,
the salaries of all officers and agents of the Corporation appointed by the
Board of Directors shall be fixed by the Board of Directors.

     Section 7.5.  AUTHORITY AND DUTIES. All officers as between themselves and
the Corporation, shall have such authority and perform such duties in the
management of the

                                       9

     Corporation as may be provided in these By-Laws. In addition to the powers
and duties hereinafter specifically prescribed for the respective officers, the
Board of Directors may from time to time impose or confer upon any of the
officers such additional duties and powers as the Board of Directors may see
fit, and the Board of Directors may from time to time impose or confer any or
all of the duties and powers hereinafter specifically prescribed for any officer
upon any other officer or officers.

     Section 7.6.  CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, who shall be a director, shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors. As director, he or
she shall perform such other duties as may be assigned from time to time by the
Board of Directors.

     Section 7.7.  PRESIDENT. The President shall be the chief executive
officer of the Corporation. He or she shall perform such duties as may be
assigned to him or her by the Board of Directors, and in the event of
disability or absence of the Chairman of the Board, perform the duties of the
Chairman of the Board, including presiding at meetings of stockholders and
directors. He or she shall from time to time report to the Board of Directors
all matters within his or her knowledge which the interest of the Corporation
may require to be brought to their notice, and shall also have such other
powers and perform such other duties as may be specifically assigned to him or
her from time to time by the Board of Directors. The President shall see that
all resolutions and orders of the Board of Directors are carried into effect,
and in connection with the foregoing, shall be authorized to delegate to the
Vice President and the other officers such of his or her powers and such of his
or her duties as he or she may deem to be advisable.

     Section 7.8.  THE VICE PRESIDENT(S). The Vice President, or if there be
more than one, the Vice Presidents, shall perform such duties as may be
assigned to them from time to

                                       10

time by the Board of Directors or as may be designated by the President. In
case of the absence or disability of the President the duties of the office
shall, if the Board of Directors or the President has so authorized, be
performed by the Vice President, or if there be more than one Vice President,
by such Vice President as the Board of Directors or President shall designate.

          Section 7.9.  THE TREASURER.  The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors or by any officer of the Corporation authorized by the Board of
Directors to make such designation. The Treasurer shall exercise such powers
and perform such duties as generally pertain or are necessarily incident to his
or her office and shall perform such other duties as may be specifically
assigned to him or her from time to time by the Board of Directors or by the
President or any Vice President.

          Section 7.10  THE SECRETARY.  The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book to be kept for that purpose;
and shall perform like duties for any committee when required. He or she shall
give, or cause to be given, notice of all meetings of the stockholders and,
when necessary, of the Board of Directors. The Secretary shall exercise such
powers and perform such duties as generally pertain or are necessarily incident
to his or her office and he or she shall perform such other duties as may be
assigned to him or her from time to time by the Board of Directors, the
President or by any Vice President.




                                      -11-

                                  ARTICLE VIII

                             CERTIFICATES OF STOCK


          Section 8.1.  FORM AND SIGNATURE.  The certificates of stock of the
Corporation shall be in such form or forms not inconsistent with the
Certificate of Incorporation as the Board of Directors shall approve. They
shall be numbered, the certificates for the shares of stock of each class to be
numbered consecutively, and shall be entered in the books of the Corporation as
they are issued. They shall exhibit the holder's name and number of shares and
shall be signed by the Chairman of the Board, the President or a Vice President
and the Treasurer (or any Assistant Treasurer) or the Secretary (or any
Assistant Secretary); provided, however, that where any such certificate is
signed by a transfer agent or an assistant transfer agent, or by a transfer
clerk acting on behalf of the Corporation, and registered by a registrar, the
signature of any such President, Vice President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary, may be a facsimile. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates, shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation, removal or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates, or whose facsimile
signature or signatures shall have been used thereon, had not ceased to be such
officer or officers of the Corporation.

          Section 8.2.  LOST OR DESTROYED CERTIFICATES.  The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may in its



                                      -12-

discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his or her
legal representatives, to advertise the same in such manner as it shall
require, and to give a bond in such sum as the Board of Directors may direct,
indemnifying the Corporation, any transfer agent and any registrar against any
claim that may be made against them or any of them with respect to the
certificate alleged to have been lost or destroyed.

     Section 8.3. REGISTRATION OF TRANSFER. Upon surrender to the Corporation of
a certificate for shares, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue a
new certificate to the person entitled thereto, cancel the old certificate, and
record the transaction on its books.

                                   ARTICLE IX

                               GENERAL PROVISIONS

     SECTION 9.1. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action.

     Section 9.2. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such



                                      -13-

share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Delaware.

     Section 9.3. DIVIDENDS. Dividends upon the capital stock of the Corporation
shall in the discretion of the Board of Directors from time to time be declared
by the Board of Directors out of funds legally available therefor after setting
aside of proper reserves.

     Section 9.4. CHECKS AND NOTES. All checks and drafts on the bank accounts
of the Corporation, all bills of exchange and promissory notes of the
Corporation, and all acceptances, obligations and other instruments for the
payment of money drawn, signed or accepted by the Corporation, shall be signed
or accepted, as the case may be, by such officer or officers, agent or agents as
shall be thereunto authorized from time to time by the Board of Directors or by
officers of the Corporation designated by the Board of Directors to make such
authorization.

     Section 9.5. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by the Board of Directors.

     Section 9.6. VOTING OF SECURITIES OF OTHER CORPORATIONS. In the event that
the Corporation shall at any time own and have power to vote any securities
(including but not limited to shares of stock) of any other issuer, such
securities shall be voted by such person or persons, to such extent and in such
manner, as may be determined by the Board of Directors.

     Section 9.7. TRANSFER AGENT. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of stock. It may appoint one or more transfer agents and one or
more registrars and may require all stock certificates to bear the signature of
either or both.

     Section 9.8. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware".


                                      -14-

                                   ARTICLE X

                                INDEMNIFICATION

     Section 10.1 RIGHT TO INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact (a) that he or she is or was a director or officer of the Corporation, or
(b) that he or she, being at the time a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
member, employee, fiduciary or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (collectively, "another enterprise" or
"other enterprise"), shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by Delaware law as the same exists
or may hereafter be amended (but, in the case of any such amendment, with
respect to alleged action or inaction occurring prior to such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including, without limitation, attorneys' and other
professionals' fees and expenses, claims, judgements, fines, ERISA excise taxes
or penalties and amounts paid in settlement) actually and reasonably incurred
or suffered by such person in connection therewith ("Losses"). Without
diminishing the scope of indemnification provided by this Section, such persons
shall also be entitled to the further rights set forth below.

     Section 10.2. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE
RIGHT OF THE CORPORATION. (a) Subject to the terms and conditions of this
Article, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any Proceeding (other than an action by or in
the right of the Corporation) by reason of the



                                      -15-

fact that such person is or was a director, officer or employee of the
Corporation, or, being at the time a director, officer or employee of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, member, employee, fiduciary or agent of another enterprise, against
all Losses, actually and reasonably incurred or suffered by such person in
connection with such Proceeding if such person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. The termination of any
Proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that the
conduct was unlawful.

     Section 10.3. ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION. Subject to the terms and conditions of this Article, the
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any Proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or
was a director, officer or employee of the Corporation, or being at the time a
director, officer or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, member, employee, fiduciary
or agent of another enterprise against all Losses actually and reasonably
incurred or suffered by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the


                                     - 16 -


Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     Section 10.4. CONDITIONS TO INDEMNIFICATION. To the extent permitted by
applicable law, the payment of indemnification provided for by this Article,
including the advancement of losses pursuant to Section 10.9 of this Article,
shall be subject to the following conditions: (i) that the Corporation be given
prompt notice of any proceeding, provided, however, that the omission to so
notify the Corporation of any such proceeding shall not release the Corporation
from any liability it may have to such indemnified party to the extent that the
failure to provide such timely notice does not adversely impact the ability of
the Corporation with respect to the defense of such proceeding (ii) that the
Corporation shall have complete charge of the defense of such proceeding, (iii)
the right to select counsel for the indemnified party, unless in the
reasonable judgment of the indemnified party a conflict of interest may exist
between such indemnified party and the Corporation with respect to such claim,
in which event the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels, and (iv) that the indemnified
party shall assist and cooperate fully in all matters respecting the proceeding
and its defense or settlement. The Corporation may waive any or all of the
conditions set forth in the preceding sentence. Any such waiver shall be
applicable only to the specific payment for which the waiver is made and shall
not in any way obligate the Corporation to grant such waiver at any future
time. In the event of a conflict of interest between the indemnified party and
the Corporation that would disqualify the Corporation's counsel from
representing the indemnified party under the rules of professional conduct
applicable to attorneys, it shall be the policy of the Corporation to waive any
or all of the foregoing conditions


                                      -17-



subject to such limitations or conditions as the Corporation shall deem to be
reasonable in the circumstances.

     Section 10.5. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
this Article (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
a person is proper in the circumstances because such person has met the
applicable standard of conduct required by Section 10.1 or set forth in Section
10.2 or 10.3 of this Article, as the case may be. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, in a reasonably prompt manner (i) by the Board of Directors by a
majority vote of directors who were not parties to such action, suit or
proceeding, whether or not they constitute a quorum of the Board of Directors,
(ii) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, (iii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, (iv) by the stockholders or (v) as Delaware law may otherwise
permit. To the extent, however, that a present or former director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' and other professionals' fees) actually
and reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case.

     Section 10.6. GOOD FAITH DEFINED. For purposes of any determination under
Section 10.4 of this Article, a person shall be deemed to have acted in good
faith if the action is based on (a) the records or books of account of the
Corporation or another enterprise, or on information supplied to such person by
the officers of the Corporation or another enterprise in the course of their
duties or on (b) the advice of legal counsel for the Corporation or another


                                      -18-


enterprise, or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public
accountant, independent financial adviser, appraiser or other expert selected
with reasonable care by the Corporation or the other enterprise. The provisions
of this Section 10.6 shall not be deemed to be exclusive or to limit in any way
the circumstances in which a person may be deemed to have met the applicable
standard of conduct.

     Section 10.7  PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS.
Notwithstanding any provisions of this Article to the contrary, the Corporation
shall not be required to indemnify any person or make advance payments in
respect of Losses to any person pursuant to this Article in connection with any
Proceeding (or portion thereof) initiated against the Corporation by such
person.

     Section 10.8  INDEMNIFICATION BY A COURT.  Notwithstanding any contrary
determination in the specific case under Section 10.4 of this Article, and
notwithstanding the absence of any determination thereunder, any director,
officer or employee may apply to any court of competent jurisdiction for
indemnification to the extent otherwise permissible under 10.1, 10.2 or 10.3 of
this Article. Notice of any application for indemnification pursuant to this
Section 10.7 shall be given to the Corporation promptly upon the filing of such
application.

     Section 10.9  LOSSES PAYABLE IN ADVANCE.  Losses reasonably incurred by an
officer or director in defending any threatened or pending Proceeding shall be
paid by the Corporation in advance of the final disposition of such Proceeding
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article.
Losses shall be reasonably documented by the officer or director and required
payments shall be made promptly by the Corporation. Losses incurred by former
directors and



                                      -19-



officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the Corporation deems appropriate.

     Section 10.10.  NON-EXCLUSIVITY AND SURVIVAL OF INDEMNIFICATION.  The
indemnification and advancement of expenses provided by or granted pursuant to
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Certificate of Incorporation, any By-law, agreement, contract, vote of
Stockholders or of disinterested directors, or pursuant to the direction
(howsoever embodied) of any court of competent jurisdiction or otherwise. The
provisions of this Article shall not be deemed to preclude the indemnification
of any person who is not specified in Section 10.1, 10.2 or 10.3 of this Article
but whom the Corporation has the power or obligation to indemnify under the
provisions of Delaware law, or otherwise. The rights conferred by this Article
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of such person and the heirs, executors,
administrators and other comparable legal representatives of such person. The
rights conferred in this Article shall be enforceable as contract rights, and
shall continue to exist after any rescission or restrictive modification hereof
with respect to events occurring prior thereto. No rights are conferred in this
Article for the benefit of any person (including, without limitation, officers,
directors and employees of subsidiaries of the Corporation) in any capacity
other than as explicitly set forth herein.

     Section 10.11.  MEANING OF CERTAIN TERMS IN CONNECTION WITH EMPLOYEE
BENEFIT PLANS, ETC.  For purposes of this Article, reference to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; references to "other enterprises" shall include employee benefit
plans; references to "serving at the request of the Corporation" shall include
any service as a director, officer, employee or agent of the


                                      -20-

Corporation which imposes duties on, or involves services by, such director,
officer, employee or agent, with respect to an employee benefit plan, its
participants or beneficiaries; and a person who has acted in good faith and in a
manner reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article.

     Section 10.12.  INSURANCE. The Corporation may, but shall not be required
to, purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, member, employee, fiduciary
or agent of another against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article.

     Section 10.13.  CONSTITUENT CORPORATIONS. For purposes of this Article,
references to "the Corporation" shall include, in addition to Iron Acquisition
Corp., any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger with Iron Acquisition Corp., if its
separate existence had continued, would have had the power and authority to
indemnify its directors, officers, and employees and agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

     Section 10.14.  EXCLUSIVE JURISDICTION. The Court of Chancery of the State
of Delaware is hereby vested with exclusive jurisdiction to hear and determine
all actions for

                                      -21-

advancement of expenses or indemnification brought under this Article or under
any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery of the State of Delaware may summarily
determine the Corporation's obligation to advance expenses (including attorneys'
fees).

                                   ARTICLE XI

                                   AMENDMENTS

     Section 11.1.  BY THE STOCKHOLDERS. These By-Laws may be altered, amended
or repealed in whole or in part, and new By-Laws may be adopted, by the
affirmative vote of the holders of a majority of the shares of capital stock
issued and outstanding and entitled to vote at any annual or special meeting of
the stockholders, if notice thereof shall be contained in the notice of the
meeting.

     Section 11.2.  BY THE BOARD OF DIRECTORS. These By-Laws may be altered,
amended or repealed by the Board of Directors at any regular or special meeting
of the Board of Directors if notice thereof shall be contained in the notice of
the meeting.

                                      -22-

EX-3.69

                                                                    Exhibit 3.69


                             CERTIFICATE OF CHANGE

                                       OF

                      JACK LA LANNE FITNESS CENTERS, INC.

               Under Section 805A of the Business Corporation Law

     We, the undersigned, the president and secretary of Jack LaLanne Fitness
Centers, Inc., hereby certify:

     1.   The name of the corporation is Jack LaLanne Fitness Centers, Inc.

     2.   The corporation's certificate of incorporation was filed by the
Department of State on October 24, 1979.

     3.   The certificate of incorporation is amended to:

          a)   Change the location of its office

                                      and

          b)   Change the post office address to which the Secretary of State
               shall mail a copy of process against the corporation served upon
               him.

     4.   Paragraph "3" and "5" of the certificate of incorporation are amended
to read as follows:

          "3.  The office of the corporation is to be located in the
          Incorporated Village of Valley Stream, County of Nassau.

          5.   The post office address to which the Secretary of State
          shall mail a copy of any process against the corporation
          served upon him is:

                    Seeger & Seeger
                    60 East 42nd Street
                    New York, NY 10165"

     5.   The changes to the certificate of incorporation were approved by the
authorization of the board.

     IN WITNESS WHEREOF, we have signed our names this 30th day of March, 1990.


                                             /s/ Michael Lucci
                                             ------------------------------
                                             MICHAEL LUCCI, President


                                             /s/ Neil E. Jenkins
                                             ------------------------------
                                             NEIL E. JENKINS, Secretary

STATE OF ILLINOIS   )
                    ) ss.:
COUNTY OF COOK      )


     NEIL E. JENKINS, being sworn, deposes and says: that he is one of the
persons described in and who executed the foregoing certificate, that he has
read the same and knows its contents, and that the statements contained therein
are true.


                                             /s/ Neil E. Jenkins
                                             -------------------------------
                                             NEIL E. JENKINS


Sworn to before me this
30th day of March, 1990


      /s/ Diane M. Griseto
- --------------------------------
         NOTARY PUBLIC


- --------------------------------
        "OFFICIAL SEAL"
        DIANE M. GRISETO
Notary Public, State of Illinois
 My Commission Expires 2-10-94
- --------------------------------

                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                      JACK LA LANNE FITNESS CENTERS, INC.

              (Under Section 805 of the Business Corporation Law)

     The undersigned Incorporator under the Certificate of Incorporation of
JACK LA LANNE FITNESS CENTERS, INC., there being no shareholders or subscribers
to shares whose subscriptions have been accepted, and no directors or officers,
hereby certifies:

     1.   The name of the corporation is JACK LA LANNE FITNESS CENTERS, INC.

     2.   The Certificate of Incorporation was filed by the Department of State
on October 24, 1979.

     3.   The Certificate of Incorporation is amended as authorized by Section
801 of the Business Corporation Law, to effect the following amendments:

          A.   To change the presently authorized 200 shares of common stock
all without par value to 100 shares of common stock without par value and 100
shares of preferred stock with a par value of $1,000.00 each, and to increase
the total number of shares which the corporation is authorized to issue by an
additional 900 shares, all of which shall be preferred shares of the par value
of $1,000.00 each, and to specify the designations, relative rights, preferences
and limitations of the classes of shares

               Paragraph 4 of the Certificate of Incorporation is amended in
its entirety to read as follows:

                "(4)(a)  The aggregate number of shares which the
     corporation shall have the authority to issue is 1,100, consisting of
     1,000 preferred shares of the par value of $1,00.00 each, and 100
     common shares without par value.

                    (b)  The relative rights, preferences and limitations
     of the shares of each class are:

                    The preferred shares shall entitle the holder thereof
     to receive out of the surplus of the corporation a noncumulative
     dividend at the rate of six percent (6%) per annum, payable annually,
     before any dividend shall be set apart or paid on the common shares
     for such year, and the remainder of the surplus or net earnings
     applicable to the payment of dividends shall be distributed as
     dividends among the holders of the common shares, as and when the
     Board shall determine.


                    (c)  In case of liquidation or distribution of assets of the
          corporation, the holders of preferred shares shall be paid the par
          amount of such preferred shares before any amount shall be payable to
          the holders of the common shares; and after the payment of the par
          amount of such preferred shares to the holders thereof. The balance of
          the assets and funds of the corporation shall be distributed wholly
          among the holders of the common shares.

                    (d)  The holders of the common shares shall exclusively
          possess the voting power for the election of directors and for all
          other purposes, and the holders of the preferred shares shall possess
          no voting power whatever."

                                      AND

          B.   To provide for greater-than-statutory voting requirements for the
Board of Directors, with respect to any sales, disposition or pledge of all or
substantially all of the corporation's assets

               Paragraph (7) is hereby added to the certificate of
incorporation to read as follows:

               "(7) The unanimous vote of all the directors then in office,
          shall be required to authorize any sale, disposition or pledge of all
          or substantially all of the assets of the corporation or its
          subsidiaries."

     4.   The amendment of the certificate of incorporation was authorized by
the written consent signed by the incorporator. There are no shareholders of
record or subscribers whose subscription has been accepted.

          IN WITNESS WHEREOF, I have signed this certificate this 25th day of
October, 1979.


     ISRAEL G. SEEGER                   /s/ Israel G. Seeger
      INCORPORATOR                      -------------------------------
                                                           INCORPORATOR

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

          ISRAEL G. SEEGER, being duly sworn, deposes and says that he is the
Incorporator of Jack La Lanne Fitness Centers, Inc., the corporation, and the
person who signed the foregoing certificate of


                                      -2-


amendment, that he has read the certificate of amendment and knows the contents
thereof and that the same is true to his own knowledge.


                                        /s/ Israel G. Seeger
                                        ----------------------------
                                        Israel G. Seeger

Sworn to before me this
25th day of October, 1979.

     /s/ William E. Seeger
- ---------------------------------
       WILLIAM E. SEEGER
Notary Public, State of New York
No. 31-4512922 Qual. in N.Y. Co.
Commission Expires March 30, 1981


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                      JACK LA LANNE FITNESS CENTERS, INC.
              (under Section 805 of the Business Corporation Law)

     We, the undersigned, H. Robert Jochem and Michael L. Sklar, being
respectively the vice-president and assistant secretary of Jack La Lanne Fitness
Centers, Inc. hereby certify:

     1. The name of the corporation is Jack La Lanne Fitness Centers, Inc.

     2. The certificate of incorporation of said corporation was filed by the
Department of State on October 24, 1979 and certificates of amendment of the
certificate of incorporation were filed on November 8, 1979 and December 27,
1979.

     3. (a) The certificate of incorporation is amended to delete in its
entirety the preemptive rights formerly granted to the holders of common stock.

        (b) To effect the foregoing, Section 8 of the Certificate of
Incorporation is amended to read as follows:

     "There shall be no preemptive rights to the holders of common or preferred
     stock."

     4. The amendment was authorized in the following manner:  subsequent to the
resolution of the Board of Directors by written consent of the sole shareholder
of the corporation.


     IN WITNESS WHEREOF, we have signed this certificate on the 27th day of
April, 1987, and we affirm the statements contained therein as true under
penalties of perjury.

                                     /s/ H. Robert Jochem
                                     ---------------------------------
                                     H. Robert Jochem, Vice President


                                     /s/ Michael L. Sklar
                                     -------------------------------------
                                     Michael L. Sklar, Assistant Secretary

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             JACK LA LANNE FITNESS
                                 CENTERS, INC.

                           (UNDER SECTION 805 OF THE
                           BUSINESS CORPORATION LAW)


                                                         --------------------
                                                         State of New York
                                                         Department of State
                                                         Filed ..............
                                                         Tax $ ..............
                                                         Filing Fee $60.00
                                                                    ------

                                                            May 21, 1987
                                                         ---------------------
                                                         [Signature Illegible]
                                                           Secretary of State



COUNSEL:
 Lurie, Sklar & Simon, Ltd.
 Att: Patricia A. Stanis
 180 N. Michigan Ave.
 Suite 2000
 Chicago, IL 60601

                        CERTIFICATE OF INCORPORATION OF

                      JACK LA LANNE FITNESS CENTERS, INC.

               under Section 402 of the Business Corporation Law


IT IS HEREBY CERTIFIED THAT:

     (1)  The name of the proposed corporation is JACK LA LANNE FITNESS
CENTERS, INC.

     (2)  The purpose or purposes for which this corporation is formed, are as
follows, to wit:

          To establish, manage, lease and otherwise carry on the business of
     operating health clubs, gymnasiums, swimming pools, running tracks, tennis,
     racquet ball and squash facilities and establishments of every nature and
     description for health, sports, fitness and recreational purposes.

          To purchase, sell, manufacture and deal in materials, goods, wares
     and merchandise of any and every kind and to carry on any lawful trade or
     business incident to or proper or useful in connection with such purchase,
     sale, manufacture and dealings and to carry on any kind of retail or
     wholesale business

          To take, buy, purchase, exchange, hire, lease or otherwise acquire and
     dispose of real estate and real property, either improved or unimproved,
     and any interest or right therein, and to own, use, hold, control,
     maintain, manage and develop the same; to sell, manage, improve, develop,
     assign, transfer, convey, lease, sublease, pledge or otherwise alienate or
     dispose of, and to mortgage or otherwise encumber the lands, buildings,
     real property, chattels-real, and other property of the corporation, real
     and/or personal and wheresoever situate, and any and all legal and
     equitable rights therein.

          To do all and everything necessary and proper for the accomplishment
     of the objects herein enumerated, or necessary or incidental to the
     protection and benefit of the corporation, and in general to carry on any
     lawful business necessary to the attainment of the purposes of the
     corporation, whether such business is similar in nature to the objects and
     powers hereinabove set forth, or otherwise; but nothing hereinabove stated
     shall be construed to give this corporation any rights, power or privileges
     not permitted by the laws of the State of New York to corporations
     organized under the Business Corporation Law of the State of New York.

     The corporation, in furtherance of its corporate purposes above set forth,
shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.

     (3) The office of the corporation is to be located in the City of New
York, County of New York, State of New York.

     (4) The aggregate number of shares which the corporation shall have the
authority to issue is 200 shares of common stock, all of which shall be without
par value.

(5) The Secretary of State is designated as agent of the corporation upon whom
    process against it may be served. The post office address to which the
    Secretary of State shall mail a copy of any process against the corporation
    served upon him is

                         C/O MILLER & SEEGER
                             60 EAST 42ND STREET
                             NEW YORK, N. Y. 10017

(6) The accounting period which the corporation intends to establish as its
calendar or fiscal year for reporting the franchise tax shall end on
SEPTEMBER 30         1980


























     The undersigned incorporator, or each of them if there are more than one,
is of the age of eighteen years or over.

IN WITNESS WHEREOF, this certificate has been subscribed this   19TH   day of
OCTOBER   1979 by the undersigned who affirm(s) that the statements made herein
are true under the penalties of perjury.



ISRAEL G. SEEGER                              s/ ISRAEL G. SEEGER
- --------------------------------              -------------------------------
   Type name of incorporator                             Signature


60 EAST 42ND STREET, NEW YORK, N. Y. 10017
- -------------------------------------------------------
                  Address


- --------------------------------              -------------------------------
   Type name of incorporator                             Signature


- -------------------------------------------------------
                  Address


- --------------------------------              -------------------------------
   Type name of incorporator                             Signature


- -------------------------------------------------------
                  Address








================================================================================

                          CERTIFICATE OF INCORPORATION

                                       of

                      JACK LA LANNE FITNESS CENTERS, INC.

               under Section 402 of the Business Corporation Law


================================================================================


                                        Filed By: MILLER & SEEGER

                                                  Office and Post Office Address
                                                  60 E. 42nd St.
                                                  New York, N.Y. 10017

EX-3.70

                                                                    Exhibit 3.70


                                    BY-LAWS

                                       of

                      JACK LA LANNE FITNESS CENTERS, INC.

                              ARTICLE I - OFFICES

     The principal office of the corporation shall be in the City of New York,
County of New York, State of New York. The corporation may also have offices at
such other places within or without the State of New York as the board may
from time to time determine or the business of the corporation may require.

                           ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.

2.   ANNUAL MEETING.

     "Section 2.   ANNUAL MEETING.  The annual meeting of the shareholders shall
     be held during the third week of January at a date and time to be
     determined by the board of directors, and if a legal holiday, then on the
     next secular day, when the shareholders shall elect a board and transact
     such other business as may properly come before the meeting."

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other


                                   By-Laws A

action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior
to any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed withe the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item or business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.





                                   By-Laws B

8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date there-of
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of
all the outstanding shares entitled to vote thereon or signed by such lesser
number of holders as may be provided for in the certificate of incorporation.

                            ARTICLE III - DIRECTORS
                            -----------------------

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and   NEED NOT   be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be four (4), per 1/28/87 AMENDMENT. When all
of the shares are owned by less than three shareholders, the number of directors
may be less than three but not less than the number of shareholders.

                                   By-Laws C

3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall
hold office until the explanation of the term for which he is elected and until
his successor has been elected and qualified, or until his prior resignation
or removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal
shall be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

     A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board  shall constitute a quorum for the transaction of business
or of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold. THE UNANIMOUS VOTE OF ALL
DIRECTORS THEN IN OFFICE SHALL BE REQUIRED TO AUTHORIZE ANY SALE, DISPOSITION
OR PLEDGE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION OR ITS
SUBSIDIARIES.


                                   By-Laws D

9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at
such other places, either within or without the State of New York, as it may
from time to time determine.

10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

     (a) Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meetings of the
board shall be held upon notice to the directors and may be called by the
president upon three days notice to each director either personally or by mail
or by wire; special meetings shall be called by the president or by the
secretary in a like manner on written request of two directors. Notice of a
meeting need not be given to any director who submits a waiver of notice
whether before or after the meeting or who attends the meeting without
protesting prior thereto or at its commencement, the lack of notice to him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve
at the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be author-



                                   By-Laws E

ized. Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                             ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties powers and functions as hereinafter provided.

     (b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

     (b) In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

     (c) Any two or more offices may be held by the same person, except the
offices of president and secretary.

     (d) The salaries of all officers shall be fixed by the board.

     (e) The directors may require any officer to give security for the
faithful performance of his duties.

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all



                                   By-Laws F

the powers and functions of the president. Each vice-president shall preform
such other duties as the board shall prescribe.

5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the assistant-secretary,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the
board, or whenever they require it, an account of all his transactions as


                                   By-Laws G

treasurer and of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the
shareholders if so required;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.

9.   SURETIES AND BONDS.

     In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.

                      ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.


2.   LOST OR DESTROYED CERTIFICATES.

     The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall


                                   By-Laws H

require and/or give the corporation a bond in such sum and with such surety or
sureties as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.

3.   TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered
on the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other


                                   By-Laws I

purpose as the board shall think conducive to the interests of the corporation,
and the board may modify or abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal, New
York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                    ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or counter-signed,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin the first day of            in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                          ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.


                                   By-Laws J

EX-3.71

                                                                    Exhibit 3.71

                        CERTIFICATE OF INCORPORATION OF

                          JACK LA LANNE HOLDING CORP.

               under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

     (1) The name of the proposed corporation is JACK LA LANNE HOLDING CORP.

     (2) The purpose or purposes for which this corporation is formed, are as
         follows, to wit:

          To establish, manage, lease and otherwise carry on the business of
operating health clubs, gymnasiums, swimming pools, running tracks, tennis,
racquet ball and squash facilities and establishments of every nature and
description for health, sports, fitness and recreational purposes.

          To purchase, sell, manufacture and deal in materials, goods, wares and
merchandise of any and every kind and to carry on any lawful trade or business,
incident to or proper or useful in connection with such purchase, sale,
manufacture and dealings and to carry on any kind of retail or wholesale
business.

          To take, buy, purchase, exchange, hire, lease or otherwise acquire and
dispose of real estate and real property, either improved or unimproved, and any
interest or right therein, and to own, use, hold, control, maintain, manage and
develop the same; to sell, manage, improve, develop, assign, transfer, convey,
lease, sublease, pledge or otherwise alienate or dispose of, and to mortgage or
otherwise encumber the lands, buildings, real property, chattels - real, and
other property of the corporation, real and/or personal and wheresoever situate,
and any and all legal and equitable rights therein.

          To do all and everything necessary and proper for the accomplishment
of the objects herein enumerated, or necessary or incidental to the protection
and benefit of the corporation, and in general to carry on any lawful business
necessary to the attainment of the purposes of the corporation, whether such
business is similar in nature to the objects and powers hereinabove set forth,
or otherwise; but nothing hereinabove stated shall be construed to give this
corporation any rights, power or privileges not permitted by the laws of the
State of New York to corporations organized under the Business Corporation Law
of the State of New York.





          The corporation, in furtherance of its corporate purposes above set
forth, shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.




(3)  The office of the corporation is to be located in the City
                                            (city) (town) (incorporated village)

     of New York County of New York State of New York.

(4)  The aggregate number of shares which the corporation shall have the
     authority to issue is

     200 shares of common stock, all of which shall be without par value.


(5)  The Secretary of State is designated as agent of the corporation upon whom
     process against it may be served. The post office address to which the
     Secretary of State shall mail a copy of any process against the corporation
     served upon him is

               c/o Miller & Seeger
                   60 E. 42nd Street
                   New York, N.Y. 10017

(6)  The accounting period which the corporation intends to establish as its
     calendar or fiscal year for reporting the franchise tax shall end on
     September 30 1980


     The undersigned incorporator, or each of them if there are more than one,
is of the age of eighteen years or over.

IN WITNESS WHEREOF, this certificate has been subscribed this 19th day of
October 1979 by the undersigned who affirm(s) that the statements made herein
are true under the penalties of perjury.

       ISRAEL G. SEEGER                 /s/ Israel G. Seeger
- --------------------------------------  ---------------------------------------
     Type name of incorporator                     Signature

       60 E. 42nd St., New York, N.Y. 10017
- ----------------------------------------------------
             Address


- --------------------------------------  ---------------------------------------
     Type name of incorporator                     Signature


- ----------------------------------------------------
             Address


- --------------------------------------  ---------------------------------------
     Type name of incorporator                     Signature


- ----------------------------------------------------
             Address

================================================================================

                          CERTIFICATE OF INCORPORATION

                                       of

                          JACK LA LANNE HOLDING CORP.

               under Section 402 of the Business Corporation Law

================================================================================

                                                       Filed By: MILLER & SEEGER


                                                  Office and Post Office Address
                                                                  60 E. 42nd St.
                                                            New York, N.Y. 10017

EX-3.72

                                                                    EXHIBIT 3.72


                                    BY-LAWS

                                       of

                          JACK LA LANNE HOLDING CORP.
            -------------------------------------------------------

                              ARTICLE I - OFFICES
                              -------------------

     The principal office of the corporation shall be in the City of New York
County of New York State of New York. The corporation may also have offices at
such other places within or without the State of New York as the board may from
time to time determine or the business of the corporation may require.


                           ARTICLE II - SHAREHOLDERS
                           -------------------------

1.   PLACE OF MEETINGS.

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.

2.   ANNUAL MEETING.

     "2.  ANNUAL MEETING.  The annual meeting of the shareholders shall be held
during the third week of January at a date and time to be determined by the
board of directors, and, if a legal holiday, on the next secular day, when the
shareholders shall elect a board and transact such other business as may
properly come before the meeting."

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other


                                   By-Laws A



action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5.  NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.  WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.


                                   By-Laws B

8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a)  directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b)  all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of
all the outstanding shares entitled to vote thereon or signed by such lesser
number of holders as may be provided for in the certificate of incorporation.

                            ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and need not be shareholders.

2.   NUMBER OF DIRECTORS.

"2. NUMBER OF DIRECTORS. The number of directors shall be at least three (3),
but no more than twenty (20)."


                                   By-Laws C





3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall
hold office until the expiration of the term for which he is elected and until
his successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal
shall be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

     A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business
or of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.

                                   By-Laws D


9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at
such other places, either within or without the State of New York, as it may
from time to time determine.

10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

     (a) Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meetings of the
board shall be held upon notice to the directors and may be called by the
president upon three days notice to each director either personally or by mail
or by wire; special meetings shall be called by the president or by the
secretary in a like manner on written request of two directors. Notice of a
meeting need not be given to any director who submits a waiver of notice
whether before or after the meeting or who attends the meeting without
protesting prior thereto or at its commencement, the lack of notice to him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to
the other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be author-

                                   By-Laws E

ized. Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                             ARTICLE IV - OFFICERS
                             ---------------------

1.   OFFICES, ELECTION, TERM.

     (a)  Unless otherwise provided for in the certificate of incorporation,
the board may elect or appoint a president, one or more vice-presidents, a
secretary and a treasurer, and such other officers as it may determine, who
shall have such duties, powers and functions as hereinafter provided.

     (b)  All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c)  Each officer shall hold office for the term for which he is elected
or appointed and until his successor has been elected or appointed and
qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a)  Any officer elected or appointed by the board may be removed by the
board with or without cause.

     (b)  In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

     (c)  Any two or more offices may be held by the same person, except the
offices of president and secretary.

     (d)  The salaries of all officers shall be fixed by the board.

     (e)  The directors may require any officer to give security for the
faithful performance of his duties.

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all



                                   By-Laws F


the powers and functions of the president. Each vice-president shall perform
such other duties as the board shall prescribe.

5.   SECRETARY

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and
of special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the assistant-
secretary, or if there are more than one, the one so designated by the secretary
or by the board, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions as


                                   By-Laws G

treasurer and of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the
shareholders if so requested;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.

9.   SURETIES AND BONDS.

     In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.

                      ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.

2.   LOST OR DESTROYED CERTIFICATES.

     The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall

                                   By-Laws H

require and/or give the corporation a bond in such sum and with such surety or
sureties as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.

3. TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered
on the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4. CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits
of the corporation available for dividends such sum or sums as the board from
time to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other



                                   By-Laws I


purpose as the board shall think conducive to the interests of the corporation,
and the board may modify or abolish any such reserve.


                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal, New
York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.


                    ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.


                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin the first day of August in each year.


             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.


                          ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a)  Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b)  If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes made.


                                   By-Laws J

EX-3.73

                                                                    Exhibit 3.73


            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       of

                           BALLY FITNESS CLUBS, INC.

               under Section 805 of the Business Corporation Law



     We, the undersigned, the vice-president and secretary respectively of BALLY
FITNESS CLUBS, INC., hereby certify:

     1.  The name of the corporation is BALLY FITNESS CLUBS, INC.

     2.  The certificate of incorporation was filed by the Department of State
on May 13, 1985.

     3.  The certificate of incorporation is amended as follows:

         To change the corporate name. Paragraph One of the certificate is
amended to read:

         "1. The name of the corporation is MANHATTAN SPORTS CLUB, INC."

     4.  The above amendment to the certificate of incorporation was authorized
by unanimous vote of the Board of Directors and by the vote of the sole
shareholder of all of the issued and outstanding shares of the corporation.

     IN WITNESS WHEREOF, we have executed this certificate this 26th day of
August, 1987.



                                         s/ Michael Lucci
                                         -----------------------
                                         Michael Lucci
                                         Vice-President


                                         s/ Israel G. Seeger
                                         -----------------------
                                         Israel G. Seeger
                                         Secretary




STATE OF NEW YORK  )
                   ) SS.:
COUNTY OF NEW YORK )

     ISRAEL G. SEEGER, being duly sworn, deposes and says that he is the
secretary of BALLY FITNESS CLUBS, INC., the corporation, and one of the persons
who signed the foregoing certificate of amendment, that he has read the
certificate of amendment and knows the contents thereof, and that the same is
true to his knowledge.


                                              /s/ Israel G. Seeger
                                              ----------------------
                                              Israel G. Seeger
                                              Secretary


Sworn to before me this
26th day of August, 1987


    /s/ William E. Seeger
- --------------------------------
        NOTARY PUBLIC

      WILLIAM E. SEEGER
Notary Public, State of New York
         No. 4512922
Qualified in Westchester County
Commission Expires June 30, 1989



================================================================================


                          CERTIFICATE OF INCORPORATION

                                       OF

                            Bally Fitness Clubs, Inc.

               under Section 402 of the Business Corporation Law


================================================================================


                                    Filed  By:
                                                  Miller & Seeger


                                                  Office and Post Office Address

                                                        60 East 42nd Street
                                                        New York, New York 10165

A 234-Certificate of Incorporation             (C)1975 by JULIUS BLUMBERG, INC.,
  Business Corporation Law ss.402:10-82.                    PUBLISHER, NYC 10013



                          CERTIFICATE OF INCORPORATION OF

                            Bally Fitness Clubs, Inc.

               under Section 402 of the Business Corporation Law


IT IS HEREBY CERTIFIED THAT:

    (1) The name of the proposed corporation is Bally Fitness Clubs, Inc.

    (2) The purpose or purposes for which this corporation is formed, are as
        follows, to wit:
        To engage in any lawful act or activity for which corporations may be
        organized under the Business Corporation Law. The corporation is not
        formed to engage in any act or activity requiring the consent or
        approval of any state official, department, board, agency or other
        body.*

               To establish, manage, lease and otherwise carry on the business
    of operating health clubs, gymnasiums, swimming pools, running tracks,
    tennis, racquet ball and squash facilities and establishments of every
    nature and description for health, sports, fitness and recreational
    purposes.

               To purchase, sell, manufacture and deal in materials, goods,
    wares and merchandise of any and every kind and to carry on any lawful
    trade or business incident to or proper or useful in connection with such
    purchase, sale, manufacture and dealings and to carry on any kind of retail
    or wholesale business.

               To take, buy, purchase, exchange, hire, lease or otherwise
    acquire and dispose of real estate and real property, either improved or
    unimproved, and any interest or right therein, and to own, use, held,
    control, maintain, manage and develop the same; to sell, manage, improve,
    develop, assign, transfer, convey, lease, sublease, pledge or otherwise
    alienate or dispose of, and to mortgage or otherwise encumber the lands,
    buildings, real property, chattels - real, and other property of the
    corporation, real and/or personal and wheresoever situate, and any and all
    legal and equitable rights therein.







     The corporation, in furtherance of its corporate purposes above set forth,
shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business
Corporation Law or any other statute of the State of New York.


* If specific consent or approval is required delete this paragraph, insert
specific purposes and obtain consent or approval prior to filing.


(3) The office of the corporation is to be located in the City of New York,
County of New York, State of New York.

(4) The aggregate number of shares which the corporation shall have the
authority to issue is

     200 shares of common stock, all of which shall be without par value.

EX-3.74

                                                                    Exhibit 3.74

                                    BY-LAWS

                                       OF

                        ARTICLE I. SHAREHOLDERS' MEETING



SECTION 1. - ANNUAL MEETING.

           The annual meeting of the shareholders shall be held within five
months after the close of the fiscal year of the Corporation, for the purpose of
electing directors, and transacting such other business as may properly come
before the meeting.


SECTION 2. - SPECIAL MEETINGS:

           Special meetings of the shareholders may be called at any time by the
Board of Directors or by the President or the Secretary at the written request
of the holders of fifty percent (50%) of the shares then outstanding and
entitled to vote thereat, or as otherwise required under the provisions of the
Business Corporation Law.


SECTION 3. - PLACE OF MEETINGS:

           All meetings of shareholders shall be held at the principal office of
the Corporation, or at such other places within or without the State of New York
as shall be designated in the notices or waivers of notice of such meetings.


SECTION 4. - NOTICE OF MEETINGS:

           (a) Written notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held, shall be served
either personally or by mail, not less than ten or more than fifty days before
the meeting, upon each shareholder of record entitled to vote at such meeting,
and to any other shareholder to whom the giving of notice may be required by
law. Notice of a special meeting shall also state the purpose or purposes for
which the meeting is called, and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting. If, at any
meeting, action is proposed to be taken that would, if taken, entitle
shareholders to receive payment for their shares pursuant to the Business
Corporation Law, the notice of such meeting shall include a statement of that
purpose and to that effect. If mailed, such notice shall be directed to each

                                      BL 1

such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the address
designated in such request.

           (b) Notice of any meeting need not be given to any person who may
become a shareholder of record after the mailing of such notice and prior to the
meeting, or to any shareholder who attends such meeting, in person or by proxy,
or to any shareholder who, in person or by proxy, submits a signed waiver of
notice either before or after such meeting. Notice of any adjourned meeting of
shareholders need not be given, unless otherwise required by statute.

SECTION 5. - QUORUM:

           (a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of shareholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

           (b) Despite the absence of a quorum at any annual or special meeting
of shareholders, the shareholders, by a majority of the votes cast by the
holders of shares entitled to vote thereon, may adjourn the meeting. At any
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called
if a quorum had been present.

SECTION 6. - VOTING:

           (a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

           (b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

                                      BL2

           (c) Each shareholder entitled to vote or to express consent or
dissent without a meeting, may do so by proxy; provided, however, that the
instrument authorizing such proxy to act shall have been executed in writing by
the shareholder himself, or by his attorney-in-fact thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the persons executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.

           (d) Any resolution in writing, signed by all of the shareholders
entitled to vote thereon, shall be and constitute action by such shareholders to
the effect therein expressed, with the same force and effect as if the same had
been duly passed by unanimous vote at a duly called meeting of shareholders and
such resolution so signed shall be inserted in the Minute Book of the
Corporation under its proper date.

                                      BL3


                             ARTICLE II. DIRECTORS

SECTION 1. - NUMBER.

         The affairs and the business of the Corporation, except as otherwise
provided in the Certificate of Incorporation, shall be managed by the Board of
Directors. The number of the directors of the Corporation shall be four (4),
unless and until otherwise determined by vote of a majority of the entire
Board of Directors. The number of Directors shall not be less than three,
unless all of the outstanding shares are owned beneficially and of record by
less than three shareholders, in which event the number of directors shall not
be less than the number of shareholders.


SECTION 2. - HOW ELECTED.

        At the annual meeting of shareholders, the persons duly elected by the
votes cast at the election held thereat shall become the directors for the
ensuing year.


SECTION 3. - TERM OF OFFICE.

         The term of office of each of the directors shall be until the next
annual meeting of shareholders and thereafter until a successor has been
elected and qualified.


SECTION 4. - DUTIES OF DIRECTORS.

         The Board of Directors shall have the control and general management
of the affairs and business of the Corporation unless otherwise provided in the
certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these By-Laws and
the Laws of the State of New York.

SECTION 5. - DIRECTORS' MEETINGS.

         Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of
Directors may be called by the President at any time and must be called by the
President or the Secretary upon the written request of two Directors.


                                      BL4


SECTION 6. - NOTICE OF SPECIAL MEETINGS.

         Notice of special meetings of the Board of Directors shall be served
personally or by mail addressed to each Director at his last known address no
less than five or more than twenty days prior to the date of such meeting. The
notice of such meeting shall contain a statement of the business to be
transacted thereat. No business other than that specified in the call for the
meeting shall be transacted at any such special meeting. Notice of special
meeting may be waived by any Director by written waiver or by personal
attendance thereat without protest of lack of notice to him.

SECTION 7. - QUORUM.

         At any meeting of the Board of Directors, except as otherwise provided
by the Certificate of Incorporation, or by these By-Laws, a majority of the
Board of Directors shall constitute a quorum. However, a lesser number when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.

SECTION 8. - VOTING.

         Except as otherwise provided by statute, or by the Certificate of
Incorporation, or by these By-Laws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.
Any resolution in writing, signed by all of the directors entitled to vote
thereon, shall be and constitute action by such directors to the effect therein
expressed, with the same force and effect as if the same had been duly passed by
unanimous vote at a duly called meeting of directors and such resolution so
signed shall be inserted in the Minute Book of the Corporation under its proper
date.

SECTION 9. - VACANCIES.

         Unless otherwise provided in the Certificate of Incorporation,
vacancies in the Board of Directors occurring between annual meetings of the
shareholders shall be filled for the unexpired portion of the term by a majority
vote of the remaining Directors, even though less than a quorum exists.

SECTION 10. - REMOVAL OF DIRECTORS.

         Any or all of the directors may be removed, either with or without
cause at any time by a vote of the shareholders at any meeting called for such
purpose.


                                      BL5


SECTION 11. - RESIGNATION.

         Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.

SECTION 12. - SALARY.

         No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

SECTION 13. - CONTRACTS.

         (a) No contract or other transaction between this Corporation and
any other Corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of the
directors of this Corporation is or are interested in, or is a director of
officer, or are directors or officers of such other Corporation, provided that
such facts are disclosed or made known  to the Board of Directors.

         (b) Any director, personally and individually, may be interested in
any contract or transaction of this Corporation, and no director shall be liable
in any way by reason of such interest, provided that the fact of such interest
be disclosed or made known to the Board of Directors, and provided that the
Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall not
be construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.

SECTION 14. - COMMITTEES.

         The Board of Directors, by resolution adopted by a majority of the
entire Board, may from time to time designate from among its members an
executive committee and such other committees, and alternate members thereof, as
they deem desirable, each consisting of three or more members, with such powers
and authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.



                                      BL6



                             ARTICLE III. OFFICERS



SECTION 1. - NUMBER OF OFFICERS.

              (a) The officers of the Corporation shall consist of a President,
a Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of
the Board of Directors may be, but is not required to be, a director of the
Corporation. Any officer may hold more than once office, except the same person
may not hold the office of President and Secretary.


SECTION 2. - ELECTION OF OFFICERS.

              Officers of the Corporation shall be elected at the first meeting
of the Board of Directors. Thereafter, and unless otherwise provided in the
Certificate of Incorporation, the officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
annual meeting of shareholders and shall hold office for one year and until
their successors have been duly elected and qualified.


SECTION 3. - REMOVAL OF OFFICERS.

              Any officer elected by the Board of Directors may be removed,
with or without cause, and a successor elected, by vote of the Board of
Directors, regularly convened at a regular or special meeting. Any officer
elected by the shareholders may be removed, with our without cause, and a
successor elected, by vote of the shareholders, regularly convened at an annual
or special meeting.


SECTION 4. - PRESIDENT.

              The President shall be the chief executive officer of the
Corporation and shall have general charge of the business, affairs and property
thereof, subject to direction of the Board of Directors, and shall have general
supervision over its officers and agents. He shall, if present, preside at all
meetings of the Board of Directors in the absence of a Chairman of the Board
and at all meetings of shareholders. He may do and perform all acts incident to
the office of President.


SECTION 5. - VICE PRESIDENT.

              In the absence of or inability of the President to act, the
Vice-President


                                      BL 7




shall perform the duties and exercise the powers of the President and shall
perform such other functions as the Board of Directors may from time to time
prescribe.


SECTION 6. - SECRETARY.

              The Secretary shall:

              (a) Keep the minutes of the meetings of the Board of Directors
and of the shareholders in appropriate books.

              (b) Give and serve all notice of all meetings of the Corporation.

              (c) Be custodian of the records and of the seal of the
Corporation and affix the latter to such instruments or documents as may be
authorized by the Board of Directors.

              (d) Keep the shareholder records in such a manner as to show at
any time the amount of shares, the manner and the time the same was paid for,
the names of the owners thereof alphabetically arranged and their respective
places of residence, or their Post Office addresses, the number of shares owned
by each of them and the time at which each person became owner, and keep such
shareholder records available daily during the usual business hours at the
office of the Corporation subject to the inspection of any person duly
authorized, as prescribed by law.

              (e) Do and perform all other duties incident to the office of
Secretary.


SECTION 7. - TREASURER.

              The Treasurer shall:

              (a) Have the care and custody of and be responsible for all of
the funds and securities of the Corporation and deposit of such funds in the
name and to the credit of the Corporation in such a bank and safe deposit
vaults as the Directors may designate.

              (b) Exhibit at all reasonable times his books and accounts to any
Director or shareholder of the Corporation upon application at the office of
the Corporation during business hours.

              (c) Render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon to
do so, and a full report at the annual meeting of shareholders. He shall keep
at the office of the Corporation correct books of account of all of its
business and transactions and such books of account as the Board of Directors
may require. He shall do and perform all other duties incident to the office of
Treasurer.


                                      BL 8


SECTION 8. - DUTIES OF OFFICERS MAY BE DELEGATED.

              In the case of the absence of any officer of the Corporation, or
for any reason the Board may deem sufficient, the Board may, except as
otherwise provided in these By-Laws, delegate the powers or duties of such
officers to any other officer or any Director for the time being, provided a
majority of the entire Board concur therein.


SECTION 9. - VACANCIES - HOW FILLED.

              Should any vacancy in any office occur by death, resignation or
otherwise, the same shall be filled, without undue delay, by the Board of
Directors at its next regular meeting or at a special meeting called for that
purpose, except as otherwise provided in the Certificate of Incorporation.


SECTION 10. - COMPENSATION OF OFFICER.

              The officers shall receive such salary or compensation as may be
fixed and determined by the Board of Directors, except as otherwise provided in
the Certificate of Incorporation.






                                      BL 9



                  ARTICLE IV. CERTIFICATES REPRESENTING SHARES


SECTION 1. - ISSUE OF CERTIFICATES REPRESENTING SHARES.

              The President shall cause to be issued to each shareholder one or
more certificates, under the seal of the Corporation, signed by the President
(or Vice-President) and the Treasurer (or Secretary) certifying the number of
shares owned by him in the Corporation.


SECTION 2. - LOST OR DESTROYED CERTIFICATES.

              The holder of any certificate representing shares of the
Corporation shall immediately notify the Corporation of any loss or destruction
of the certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it, alleged
to have been lost or destroyed. On production of such evidence of loss or
destruction as the Board of Directors in its discretion may require, the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, to give the Corporation a bond in
such sum as the Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any claims,
loss, liability or damage it may suffer on account of the issuance of the new
certificate. A new certificate may be issued without requiring any such
evidence or bond when, in the judgment of the Board of Directors, it is proper
so do to.


SECTION 3. - TRANSFERS OF SHARES.

              (a) Transfers of shares of the Corporation shall be made on the
shares records of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon surrender for cancellation of
the certificate or certificates representing such shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, with
such proof of the authenticity of the signature and of authority to transfer
and of payment of transfer taxes as the Corporation or its agents may require.

              (b) The Corporation shall be entitled to treat the holder of
record of any share or shares as the absolute owner thereof for all purposes
and, accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.


                                     BL 10




                                ARTICLE V. SEAL

                The seal of the Corporation shall be as follows:
















                  ARTICLE VI. DIVIDENDS OR OTHER DISTRIBUTIONS

              The Corporation, by vote of the Board of Directors, may declare
and pay dividends or make other distributions in cash or its bonds or its
property on its outstanding shares to the extent as provided and permitted by
law, unless contrary to any restriction contained in the Certificate of
Incorporation.


                      ARTICLE VII. NEGOTIABLE INSTRUMENTS

              All checks, notes or other negotiable instruments shall be signed
on behalf of this Corporation by such of the officers, agents and employees as
the Board of Directors may from time to time designate, except as otherwise
provided in the certificate of Incorporation.


                           ARTICLE VIII. FISCAL YEAR

              The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.








                                     BL 11




                             ARTICLE IX. AMENDMENTS

SECTION 1. - BY SHAREHOLDERS.

           All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by a majority vote of the shareholders at
the time entitled to vote in the election of directors.

SECTION 2. - BY DIRECTORS

           The Board of Directors shall have power to make, adopt, alter, amend
and repeal, from time to time, by-laws of the Corporation; provided, however,
that the shareholders entitled to vote with respect thereto as in this Article
IX above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or
the filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.

                               ARTICLE X. OFFICES

           The offices of the Corporation shall be located in the City, County
and State designated in the Certificate of Incorporation. The Corporation may
also maintain offices at such other places within or without the United States
as the Board of Directors may, from time to time, determine.

           The undersigned Incorporator certifies that he has adopted the
foregoing by-laws as the first by-laws of the Corporation, in accordance with
the requirements of the Business Corporation Law.


Dated:  May 15, 1985
      ------------------




                                                  William E Seegar
                                                  ----------------
                                                    Incorporator


                                     BL 12

EX-3.75

                              STATE OF CALIFORNIA                   Exhibit 3.75

                                   BILL JONES

 [Seal]                        SECRETARY OF STATE
                                                                           LLC-1

                           LIMITED LIABILITY COMPANY
                            ARTICLES OF ORGANIZATION




              IMPORTANT - Read the instructions before completing the form.
This document is presented for filing pursuant to Section 17050 of the
California Corporations Code.
- --------------------------------------------------------------------------------
1. Limited liability company name:
      (End the name with LLC, L.L.C., Limited Liability Company or Ltd.
      Liability Co.)

   MISSION IMPOSSIBLE, LLC
- --------------------------------------------------------------------------------
2. Latest date (month/day/year) on which the limited liability company is to
   dissolve.
   January 19, 2049
- --------------------------------------------------------------------------------
3. The purpose of the limited liability company is to engage in any lawful act
   or activity for which a limited liability company may be organized under the
   Beverly-Killea Limited Liability Company Act.
- --------------------------------------------------------------------------------
4. Enter the name of initial agent for service of process and check the
   appropriate provision below:

   JOHN STOKES                                                        , which is
   ------------------------------------------------------------------
     [X] an individual residing in California.

     [ ] a corporation which has filed a certificate pursuant to Section 1505
         of the California Corporations Code.
         Skip Item 5 and proceed to Item 6.
- --------------------------------------------------------------------------------
5. If the initial agent for service of process is an individual, enter a
   business or residential street address in California:

   Street address:  27741 Crown Valley Prkwy. Suite 329
   City: Mission Viejo     State: California               Zip Code:  92691
- --------------------------------------------------------------------------------
6. The limited liability company will be managed by: (check one)

   [X] one manager           [ ] more than one manager     [ ] limited liability
                                                               company members
- --------------------------------------------------------------------------------
7. If other matters are to be included in the Articles of Organization attach
   one or more separate pages.
   Number of pages attached, if any:   [   ]
- --------------------------------------------------------------------------------
Describe type of business of the Limited Liability Company.

   Health Club
- --------------------------------------------------------------------------------
Declaration: It is hereby declared                For Secretary of State Use
that I am the person who executed
this instrument, which execution                    1 0 1 9 9 9 0 2 1 0 5 1
is my act and deed.                      File No. ___________________________


/s/ Henry Tifa
- -----------------------------------
Signature of organizer
                                                           FILED
                                         in the office of the Secretary of State
                                                of the State of California

    Henry Tifa
- -----------------------------------                     JAN 21 1999
Type or print name of organizer



Date:  01/19          , 19 99                     [Bill Jones Signature]
     ----------------     ----
                                                                          [Seal]

                                               BILL JONES, Secretary of State

- -----------------------------------
SEC/STATE (REV. 2/98)       FORM LLC-1
                       FILING FEE: $70
        Approved By Secretary of State

- ---------------------------------------------------------
[LOGO]             STATE OF CALIFORNIA
                      KEVIN SHELLEY
                   SECRETARY OF STATE

- ---------------------------------------------------------
   LIMITED LIABILITY COMPANY - STATEMENT OF INFORMATION
- ---------------------------------------------------------
    FILING FEE $20.00 - IF AMENDMENT, SEE INSTRUCTIONS
- ---------------------------------------------------------
IMPORTANT - READ INSTRUCTIONS BEFORE COMPLETING THIS FORM

- ---------------------------------------------------------
1.   LIMITED LIABILITY COMPANY NAME:
     (Do not alter if name is preprinted.)

     Mission Impossible, LLC

                                                 This Space for Filling Use Only
- --------------------------------------------------------------------------------
2.   SECRETARY OF STATE FILE NUMBER          3.   STATE OR PLACE OF ORGANIZATION

     10199902 1051                                California
- --------------------------------------------------------------------------------
4.   PRINCIPAL EXECUTIVE OFFICE

     STREET ADDRESS  8700 West Bryn Mawr Ave
     CITY            Chicago            STATE  IL      ZIP CODE  60631
- --------------------------------------------------------------------------------
5.   CALIFORNIA OFFICE WHERE RECORDS ARE MAINTAINED (FOR DOMESTIC ONLY)

     STREET ADDRESS
     CITY                N/A            STATE  CA      ZIP CODE
- --------------------------------------------------------------------------------
6.   CHECK THE APPROPRIATE PROVISION BELOW AND NAME THE AGENT FOR SERVICE OF
     PROCESS

     [ ]  AN INDIVIDUAL RESIDING IN CALIFORNIA
     [X}  A CORPORATION WHICH HAS FILED A CERTIFICATE PURSUANT TO CALIFORNIA
          CORPORATIONS CODE SECTION 1505
     AGENT'S NAME:  CT Corporation System
                    818 West 7th Street, Los Angeles, CA 90017

- --------------------------------------------------------------------------------
7.   ADDRESS OF THE AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL

     ADDRESS
     CITY                               STATE  CA      ZIP CODE
- --------------------------------------------------------------------------------
8.   DESCRIBE TYPE OF BUSINESS OF THE LIMITED LIABILITY COMPANY.

     Health Club Operator
- --------------------------------------------------------------------------------
9.   LIST THE NAME AND COMPLETE ADDRESS OF ANY MANAGER OR MANAGERS, OR IF NONE
     HAVE BEEN APPOINTED OR ELECTED, PROVIDE THE NAME AND ADDRESS OF EACH
     MEMBER, ATTACH ADDITIONAL PAGES, IF NECESSARY.

- --------------------------------------------------------------------------------
9a.  NAME    Paul A. Toback
     ADDRESS 8700 West Bryn Mawr Ave
     CITY    Chicago                    STATE  IL      ZIP CODE  60631
- --------------------------------------------------------------------------------
9b.  NAME    John W. Dwyer
     ADDRESS 8700 West Bryn Mawr Ave
     CITY    Chicago                    STATE  IL      ZIP CODE  60631
- --------------------------------------------------------------------------------
9c.  NAME    Cary A. Goan
     ADDRESS 8700 West Bryn Mawr Ave
     CITY    Chicago                    STATE  IL      ZIP CODE  60631
- --------------------------------------------------------------------------------
10.  CHIEF EXECUTIVE OFFICER (CEO), IF ANY:

     NAME    Paul A. Toback
     ADDRESS 8700 West Bryn Mawr Ave
     CITY    Chicago                    STATE  IL      ZIP CODE  60631
- --------------------------------------------------------------------------------
11.  NUMBER OF PAGES ATTACHED, IF ANY:

- --------------------------------------------------------------------------------
12.  THIS STATEMENT IS TRUE, CORRECT, AND COMPLETE.

     Beth Hippman            /s/ [ILLEGIBLE]        Assistant Secretary  9-23-03
     ----------------------  ---------------------  -------------------  -------
     TYPE OR PRINT NAME OF   SIGNATURE              TITLE                DATE
     PERSON COMPLETING FORM
- --------------------------------------------------------------------------------
DUE DATE:

- --------------------------------------------------------------------------------
SEC/STATE FORM LLC-12 (REV.01/03)                 APPROVED BY SECRETARY OF STATE
- --------------------------------------------------------------------------------

EX-3.76

                                                                    EXHIBIT 3.76



                    AMENDED AND RESTATED OPERATING AGREEMENT

                                       OF

                            MISSION IMPOSSIBLE, LLC

         THIS AMENDED AND RESTATED OPERATING AGREEMENT (the "Amended and
Restated Agreement") of Mission Impossible, LLC, (the "Company") is made
effective as of September 24, 2003 by its sole Member Crunch Fitness
International, Inc., a Delaware corporation, who shall be referred to
hereinafter as the Member.

         Articles of Organization for the Company were filed in the Office of
the California Secretary of State on January 21, 1999. This Amended and Restated
Agreement hereby amends and supercedes any and all prior operating agreement of
the Company. In consideration of the premises and of the mutual covenants, terms
and conditions hereinafter set forth, the Member hereby agrees as follows:

                                   ARTICLE I
                               GENERAL PROVISIONS

1.1      Formation of the Company. The Member has caused a limited liability
company to be formed under the Beverly-Killea Limited Liability Company Act (the
"Act").

1.2      Name. The name of the Company shall be MISSION IMPOSSIBLE, LLC, or such
other name as shall be selected from time to time by a Majority in Interest.

1.3      Purposes. The Company is formed to conduct any lawful purposes
permitted to be performed by a limited liability company under the Act and all
activities incidental thereto, including the acquisition, holding and sale and
other dispositions of investments.

1.4      Other Acts/Filings. The Member or Managers, as the case may be, shall
from time to time execute or cause to be executed all such certificates,
fictitious name or business statements and other documents, and make or cause to
be made all such filings, recordings and publishings, and to do such other acts
as the Member may deem necessary or appropriate to comply with the requirements
of law for the formation and operation of the Company in all jurisdictions in
which the Company shall desire to conduct business.

1.5      Principal Place of Business. The principal place of business and office
of the Company shall be located at 27741 Crown Valley Parkway, Suite 329,
Mission Viejo, California, or such other place or places as the Managers may
from time to time designate.

1.6      Term. The Company shall commence upon the date hereof and shall
continue until January 19, 2049, unless sooner dissolved and liquidated pursuant
to the provisions of Article VII hereof.


1.7      Articles of Organization. The Member has caused Articles of
Organization of the Company to be executed and filed with the office of the
California Secretary of State in accordance with the terms of the Act. The
Member shall retain at the Company's office a certified copy of the Company's
Articles of Organization and any amendment thereto, for review by any Member,
and shall deliver a copy of same to any Member upon request. In the event that
any of the provisions of the Articles of Organization are inconsistent with any
of the provisions of this Amended and Restated Agreement, the provisions of this
Amended and Restated Agreement shall govern and control as among the parties, to
the extent permitted by law.

1.8      Fiscal Year. The fiscal and tax year of the Company shall be the
calendar year.

1.9      Tax Characterization. The Member acknowledge that it is its intent that
the Company be treated as a "partnership" for federal and California state tax
purposes.

                                   ARTICLE II
                                   DEFINITIONS

         Unless otherwise expressly provided herein or unless the context
otherwise requires, the terms with initial capital letters in this Amended and
Restated Agreement shall be defined as follows:

2.1      "Capital Account" shall mean, with respect to each Member, the capital
account maintained for such Member in accordance with the provisions of
Regulations Section 1.704-1(b).

2.2      "Capital Contributions" shall mean the amounts contributed by each
Member pursuant to Section 3.1 hereof.

2.3      "Cash Available for Distribution" shall mean the excess of cash
receipts (exclusive of Capital Contributions and, except to the extent a
Majority in Interest otherwise determines, proceeds received from any loan
transactions) over cash disbursements, without deduction for depreciation and
other non-cash charges, for (i) all operating costs, (ii) all capital costs
necessary for the maintenance and improvement of the Company's assets, and (iii)
reasonable reserves, all as determined by the Managers.

2.4      "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.5      "Company" shall mean MISSION IMPOSSIBLE, LLC, the limited liability
company governed by this Amended and Restated Agreement.

2.6      "Majority in Interest" shall mean a majority of the number of the
Members, without giving any effect, individually or collectively, to their
Ownership Interests.

2.7      "Manager" shall be the Person(s) designated in Section 5.1 hereof and
who is responsible for managing, or participating in the management of, the
Company, and any successor of a


                                       2


Manager who is appointed as a Manager in accordance with the provisions of this
Amended and Restated Agreement.

2.8      "Member" or "Members" shall mean Crunch Fitness International, Inc., a
Delaware corporation, and any other Persons who are admitted to the Company as
Members, as provided herein. During any period in which there is only one
Member, the term "Members" shall be deemed to refer to such Member.

2.9      "Net Income" or "Net Loss" shall mean, for each fiscal year or other
period, an amount equal to the Company's taxable income or loss for such year or
period, determined in accordance with Code Section 703(a).

2.10     "Ownership Interest" shall mean an interest in the Company and shall
include the right to share in the income, gains, losses, deductions, credit or
similar items of, and to receive distributions from, the Company, the right to
information concerning the business and affairs of the Company provided under
the Act, and the right to vote and to participate in the management of the
Company and its business. An Ownership Interest shall be expressed in limited
liability company units ("Units"), based upon the then Capital Account of a
Member relative to the then Capital Accounts of all Members. The initial
Ownership Interest of the Members are as follows:


                  MEMBER                                      UNITS
       Crunch Fitness International, Inc.                       1

                  TOTAL:                                        1

2.11     "Person" shall mean any natural person, partnership, joint venture,
corporation, limited liability company, estate, trust, association or other
legal entity.

2.12     "Regulations" shall mean the Income Tax Regulations promulgated by the
United States Treasury Department, as amended or superseded from time to time.


                                  ARTICLE III
                              CAPITAL CONTRIBUTIONS

3.1      Capital Contributions. The Member has contributed cash constituting
100% of the total Capital Contributions of the Company. No Member may, without
the unanimous approval of all of the Members, or shall be obligated to,
contribute additional capital to the Company.

3.2      No Withdrawal; No Interest; No Priority. Except as otherwise provided
herein, no Member shall have the right to withdraw its Capital Contribution. No
Member shall be entitled


                                       3


to interest of any kind on account of a Capital Contribution. Except as
expressly set forth herein, no Member shall have priority over any other Member
as to return of Capital Contributions, allocations of income, gain, losses,
credits, deductions, or as to distributions.

3.3      Admission of Additional Members. Upon the consent of all of the
Members, a new Member may be admitted into the Company. Each additional Member
shall execute an instrument satisfactory to the Members accepting and adopting
the terms and provisions of this Amended and Restated Agreement, and shall pay
any reasonable expenses in connection with its admission as an additional
Member. Notwithstanding this Section 3.3, transfers of all or a part of an
Ownership Interest must comply with Article VI hereof.

                                   ARTICLE IV
                           ALLOCATIONS & DISTRIBUTIONS

4.1      Allocation of Net Income and Net Loss. Net Income or Net Loss for any
fiscal year shall be allocated to the Members pro rata in accordance with their
respective Ownership Interests.

4.2      Distribution of Cash. A Majority in Interest shall determine the Cash
Available for Distribution from time to time but not less often than annually
and in accordance with Section 2.3 hereof. Except for distributions upon
dissolution of the Company as provided in Article VII, the Cash Available for
Distribution shall be distributed to the Members pro rata based on their
Ownership Interests.

                                   ARTICLE V
                                   MANAGEMENT

5.1      Management.

         A.       Except as otherwise expressly provided in this Amended and
Restated Agreement, all decisions relating to the Company or its business shall
be made by the Managers. The initial Managers shall be Cary A. Gaan, John W.
Dwyer and Paul A. Toback. Subject to the foregoing, each Manager is an agent of
the Company for the purpose of its business, and the act of each Manager (acting
separately), including the execution in the Company name of any instrument, for
carrying on in the usual way the business of the Company binds the Company.

         B.       Decisions of the Managers shall be based on their majority
vote, and each Manager shall have an equal vote in all Company matters before
the Managers. It shall not be necessary for the Managers or the Members to
conduct a meeting for the purpose of making Company decisions. The Managers may
act without a meeting if such action is approved in writing by the number of
Managers otherwise required to approve such action at a meeting. If a Manager
dies, is adjudicated as bankrupt or otherwise withdraws as a Manager, the
remaining Managers shall serve as the sole Managers, and the Company shall not
terminate upon the occurrence of such event.


                                       4



5.2      Outside Services. Nothing in this Amended and Restated Agreement shall
be deemed to restrict the freedom of the Managers to retain accountants,
attorneys, appraisers, brokers, or other third parties to the extent that the
Managers believe that the services of such parties are reasonably necessary in
the conduct of the business of the Company. The Company shall pay all fees or
other costs incurred in connection with the retention of any such third parties.

5.3      Payment of Expenses of the Company. The Company shall pay (or reimburse
the Managers for) expenses necessary or advisable for the operation of the
business of the Company. The Company shall not pay the Managers any fees or
other compensation for their services set forth in this Amended and Restated
Agreement, except as provided in Section 17155 of the Act with respect to
indemnification.

5.4      Other Activities of Managers. The Managers shall devote such time and
effort to the business of the Company as may, in their reasonable judgment, be
required. The Managers may engage in or own an interest in other business
ventures of every nature and description, independently or with others.

5.5      Rights, Obligations and Liabilities of Managers and Members. The
Company shall be governed by the provisions of the Act, and to the extent not
provided otherwise in this Amended and Restated Agreement, the rights and
obligations of the Managers and Member shall be governed by the provisions of
the Act. No Manager or Member shall be liable as such for the liabilities of the
Company. The failure of the Company to observe any formalities or requirements
relating to the exercise of its powers or management of its business or affairs
under this Amended and Restated Agreement or the Act shall not be grounds for
imposing personal liability on the Managers or Member for liabilities of the
Company.

                                   ARTICLE VI
                        TRANSFERS OF OWNERSHIP INTERESTS

6.1      Transfers. A Member may not sell, assign, transfer or otherwise dispose
of, or pledge, hypothecate or otherwise encumber (any of the foregoing, a
"Transfer") its Ownership Interest or any part thereof except as permitted in
this Article VI, and any such Transfer in violation of this Article VI shall be
null and void as against the Company, except as otherwise provided by law.

6.2      Transfers by Members.

         A.       The following Transfers shall be permitted:

                  (i)      Any Transfer with the express written consent of a
Majority in Interest;

                  (ii)     Any Transfer to a Member's spouse or issue of such
Member's spouse another Member or to a trust for the benefit of such spouse or
issue; or

                  (iii)    Any Transfer by a Member pursuant to Section 6.5.


                                       5



         B.       Notwithstanding the foregoing, unless consented to by a
Majority in Interest, a proposed Transfer of all or a part of the Ownership
Interest of a Member shall not be permitted if such Transfer would:

                  (i)      result in a violation of any law, rule or regulation
by the Member or the Company; or

                  (ii)     result in the Company being considered a publicly
traded partnership under Codess.7704.

         C.       Prior to effecting any Transfer of an Ownership Interest, or
portion thereof, by a Member, the Members shall have received an opinion
satisfactory to them, or shall have waived the requirement of such an opinion,
covering the substance of (B)(i) through (v) above. Such legal opinion shall be
provided to the Members by the transferring Member or the proposed transferee,
and any costs associated therewith shall be borne by the transferring Member or
the proposed transferee.

6.3      Substitute Member. An assignee of the whole or any portion of an
Ownership Interest pursuant to Section 6.2 shall have the right to become a
substitute Member in place of its assignor only if all of the following
conditions are satisfied:

         A.       A Majority in Interest has consented in writing to the
substitution, it being understood and agreed that a Members may withhold such
consent for any reason or without reason and in its sole and absolute
discretion.

         B.       The fully executed written instrument of assignment has been
delivered to the Company which contains a statement of the intention of the
assignor that the assignee become a substitute Member in its place to the extent
of the Ownership Interest that is subject to the Transfer and such other
information as may be reasonably required by the Members.

         C.       The assignee executes, adopts and acknowledges this Amended
and Restated Agreement, and an instrument evidencing the admission of such
Person as a Member has been delivered to the Company.

6.4      Rights of Unadmitted Assignee. A Person who acquires an Ownership
Interest but who is not admitted as a substitute Member pursuant to Section 6.3
shall be entitled only to allocations and distributions with respect to such
Ownership Interest in accordance with this Amended and Restated Agreement, and
shall have no right to any information or accounting of the affairs of the
Company, shall not be entitled to inspect the books or records of the Company,
and shall not have any of the rights of a Member under the Act or this Amended
and Restated Agreement.

6.5      Withdrawal from Company. Any Member, substitute Member or unadmitted
assignee, may, at any time after April 15, 2002, may at the end of any calendar
quarter voluntarily withdraw by giving at least sixty (60) days notice prior to
such calendar quarter. On such notice,


                                       6



the Company shall either: (i) purchase the Ownership Interest of such Member at
its fair market value as of the "effective date." or (ii) dissolve. The
"effective date" shall be the last day of the calendar quarter in which notice
is given. The purchase price shall be the amount the withdrawing member would
have received if the assets were sold on the effective date at their fair market
value and as of the effective date, and the partnership was liquidated as of the
Effective Date.

         A.       An amount equal to at least 10% of the purchase price shall be
paid at the time of closing, which shall be no later than 30 days following
delivery of the notice required by Section 6.5 above; and

         B.       The balance of the purchase price shall be evidenced by a
promissory note from the Company to the withdrawing Member. Such promissory note
shall have a term of no greater than 10 years, and shall bear interest from the
closing date, at an annual rate equal to the applicable federal rate (as defined
in Code ss.1274) in effect on the first day of each year during the term of such
promissory note. The principal amount of the note shall be payable in equal
monthly installments over the term of the note, and accrued interest shall be
payable monthly in arrears. All principal and accrued interest under the note
shall be due and payable on the tenth anniversary of the Closing Date.

                                  ARTICLE VII
                   DISSOLUTION AND TERMINATION OF THE COMPANY

7.1      Dissolution. The Company shall continue until the first to occur of the
following events ("Dissolution Events"):

         A.       the expiration of the term set forth in Section 1.6;

         B.       a written agreement to dissolve by a Majority in Interest;

         C.       the sale of all of the Company's assets and the collection and
distribution of all proceeds therefrom;

         D.       the occurrence of any other event, not specifically set forth
in this Section 7.1, which causes the dissolution of the Company under
California law; or

         E.       the occurrence of any event which makes it unlawful for the
business of the Company to be carried on or for the Members to carry on that
business in a limited liability company.

Upon dissolution of the Company, the Members shall cause to be filed a
certificate of dissolution with the California Secretary of State.
Notwithstanding the occurrence of any of the Dissolution Events described
subparagraphs (A) through (E) of this Section 7.1, the business of the Company
may be continued by consent of all remaining Members within ninety (90) days of
the happening of that event.


                                       7


7.2      Liquidation.

         A.       Upon dissolution of the Company, the affairs of the Company
shall be wound up and all of its debts and liabilities discharged in the order
of priority as provided by law. Any gain or loss on disposition of Company
properties in the process of liquidation shall be allocated to the Members in
the manner set forth in Article IV hereof. No property shall be distributed in
kind, unless permitted by consent of a Majority in Interest. The fair market
value of any property to be distributed in kind shall then be determined by an
independent appraiser selected by a Majority in Interest. The difference between
the value of property to be distributed in kind and its book value shall be
treated as a gain or loss on the sale of the property and shall be allocated to
the Members in the manner set forth in Article IV hereof. The proceeds from
liquidation of the Company assets shall be applied as follows:

                  (i)      Payment to creditors of the Company in the order of
priority provided by law.

                  (ii)     Payment to Members in proportion to their respective
positive Capital Account balances determined after allocation of gain or loss on
disposition of the Company's assets.

         B.       The winding up of the affairs of the Company and the
distribution of its assets shall be conducted by the Members or such other
Persons designated by a Majority in Interest, who are hereby authorized to do
all acts authorized by law for these purposes. Without limiting the generality
of the foregoing, the Members or such other Persons, in carrying out such
winding up and distribution, shall have full power and authority, in their
discretion, to sell all or any of the Company assets, or, subject to consent of
a Majority in Interest, to distribute the same in kind to the Members (and the
proportion of such share that is received may vary from Member to Member), and
may, subject to consent of a Majority in Interest, themselves purchase any
Company assets for the fair market value thereof. Any assets distributed in kind
shall be subject to all agreements relating thereto which shall survive the
termination of the Company.

7.3      Termination. Upon the completion of the distribution of Company assets
as provided in this Article VII, the Company shall be terminated, and the
Members or other Person acting as liquidator shall cause this Amended and
Restated Agreement to be canceled and shall take such other actions as may be
necessary to terminate the Company, including the filing of a certificate of
cancellation with the California Secretary of State.

                                  ARTICLE VIII
                           MEETINGS AND VOTING RIGHTS

8.1      Rights Under the Act. The Members shall be entitled to such meeting and
voting rights as are granted to members of a limited liability company under the
Act.

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS


                                       8


9.1      Amendments. This Amended and Restated Agreement and the Company's
Articles of Organization may only be amended with the written consent of a
Majority in Interest.

9.2      Severability. If any covenant, condition, term or provision of this
Amended and Restated Agreement is illegal, or if the application thereof to any
person or in any circumstance shall to any extent be judicially determined to be
invalid or unenforceable, the remainder of this Amended and Restated Agreement,
or the application of such covenant, condition, term or provision to persons or
in circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby, and each covenant, condition, term and provision
of this Amended and Restated Agreement shall be valid and enforceable to the
fullest extent permitted by law.

9.3      Governing Law. This Amended and Restated Agreement shall be construed
and enforced in accordance with, and governed by, California law.

9.4      Counterparts. This Amended and Restated Agreement may be executed in
one or more counterparts, each of which shall, for all purposes, be deemed an
original and all of such counterparts, taken together, shall constitute one and
the same agreement.

9.5      Entire Agreement. This Amended and Restated Agreement constitutes the
entire agreement of the parties relating to the subject matter hereof. All prior
agreements among the parties, whether written or oral, are merged herein and
shall be of no force or effect. This Amended and Restated Agreement may be
changed, modified or discharged only by an agreement in writing.

9.6      Successors and Assigns. Subject in all respects to the limitations on
transferability contained herein, this Amended and Restated Agreement shall be
binding upon, and shall inure to the benefit of, the heirs, administrators,
personal representatives, successors and assigns of the respective parties
hereto.

9.7      Waiver of Action for Partition. Each of the parties hereto irrevocably
waives during the term of the Company and during the period of its liquidation
following any dissolution, any right that it may have to maintain any action for
partition with respect to any of the assets of the Company.

9.8      Rights of Creditors and Third Parties. This Amended and Restated
Agreement is entered into among the Members for the exclusive benefit of the
Members and their successors and assignees. None of the provisions of this
Amended and Restated Agreement shall be for the benefit of or enforceable by any
creditor of the Company or the Members or by any other person. Except and only
to the extent provided by law, no such creditor or third person shall have any
rights under this Amended and Restated Agreement or any agreement between the
Company and any Member with respect to any Capital Contribution or otherwise.



                                       9


         IN WITNESS WHEREOF, the Member has executed this Amended and Restated
Agreement effective as of the day and year first set forth above.

THE MEMBER:

Crunch Fitness International, Inc.


By:_________________________________

__________________, ________________






















                                       10

EX-3.77

                                                                    Exhibit 3.77

                            CERTIFICATE OF AMENDMENT
                      OF THE CERTIFICATE OF INCORPORATION
                                       OF
                         NEW FITNESS HOLDING CO., INC.
               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

         We, the undersigned, H. Robert Jochem and Michael L. Sklar, being
respectively the Vice-President and the Assistant Secretary of New Fitness
Holding Co., Inc. hereby certify:

         1. The name of the corporation is New Fitness Holding Co., Inc.

         2. The certificate of incorporation of said corporation was filed by
the Department of State on the November 29, 1982.

         3. (a) The certificate of incorporation is amended to provide for the
issuance of preferred stock.

            (b) To effect the foregoing, Article Fourth relating to the
aggregate number of shares issued is amended and a new Article Fifth is hereby
added to read as follows:

             "ARTICLE FOURTH:

             CAPITAL STOCK
             -------------

             The aggregate number of shares which this corporation shall have
the authority to issue is 126,000. The Corporation shall have the authority to
issue shares of Common Stock and Preferred Stock, the maximum number and par
value of each to be as follows:

             a. 125,000 number of shares of $100.00 par value Preferred Stock;
                and

             b. 1,000 shares of $1.00 par value Common Stock.










              ARTICLE FIFTH:

              Preferences, Limitations and Relative Rights
              of Shares of Preferred Stock.

              1.  ISSUANCE OF PREFERRED SHARES. The aggregate number of
Preferred Stock which the corporation may have authority to issue shall be
125,000 shares having a par value of One Hundred Dollars (100.00) per share.

              2. NO VOTING RIGHTS. No voting rights shall attach to the shares
of Preferred Stock.

              3. DIVIDENDS. Each holder of shares of Preferred Stock shall be
entitled to receive for each fiscal year of the corporation preferential
dividends, payable either in cash or property, out of any assets of the
corporation available for dividends pursuant to the New York Business
Corporation Law, at a rate equal to 13-1/2% per annum. Each holder of Preferred
Stock shall be entitled to receive the dividends stated above and no more,
which dividends shall be payable annually, semi-annually, or quarterly on such
dates as may be determined by the Board of Directors in its sole discretion.
Dividends on each share of Preferred Stock shall accumulate from the date of
issue of such share, from year to year, until paid so that, as long as any
shares of preferred stock are outstanding, if at any time all dividends on the
Preferred Stock for all prior dividend periods shall not have been paid, or if
all dividends on the Preferred Stock for the then current dividend period shall
not have been paid or shall not have been declared with the sum sufficient for
the payment thereof set apart, whether or not there shall be assets of the
corporation available for payment of such dividends under the laws of the State
of New York then:

              (i)  No dividends shall be declared or
                   paid on any other distribution
                   ordered or made upon the Common
                   Stock other than dividends
                   payable solely in Common Stock;
                   and

              (ii) No shares of Common Stock of this
                   corporation shall be redeemed,
                   purchased or acquired by this
                   corporation or any subsidiary of
                   this corporation

              4. UPON LIQUIDATION, DISSOLUTION, MERGER OR REORGANIZATION. In
the event of any voluntary or involuntary liquidation, dissolution or winding
up of this corporation, the holders of record of the outstanding shares of
Preferred Stock shall be entitled to be paid One Hundred Dollars ($100.00) for
each share of Preferred Stock, plus accumulated dividends thereon up to the
date of such liquidation, dissolution, or




winding up of this corporation, whether or not this corporation shall have a
surplus or earnings available for dividends, and no more. After payment to the
holders of the shares of Preferred Stock of the amount payable to them as above
set forth, the remaining assets of this corporation shall be payable to and
distributed ratably among the holders of record of the shares of Common Stock.
If, upon such liquidation, dissolution, or winding up, the assets of the
corporation distributable to the holdings of shares of Preferred Stock shall be
insufficient to permit the payment to them of the entire amount to which they
are entitled to hereunder, the entire assets of this corporation shall be
distributed ratably among the holders of the shares of Preferred Stock.

              In the event of any merger or consolidation of this corporation in
which this corporation shall not be the surviving entity, or in the event of
any recapitalization or reorganization of this corporation, any such
transaction must be structured so that the fair market value of the
consideration receivable in such transaction by or allocable to the holders of
the Preferred Stock shall be equal to the liquidation preference of the
Preferred Stock determined in accordance with the preceding paragraph.

              5. REDEMPTION. Preferred Stock may be redeemed or purchased for
redemption by this corporation in accordance with the following plan. Unless
specifically prohibited by the New York Business Corporation Law, Preferred
Stock may be redeemed at any time at the option of the Board of Directors. In
case less than all of the outstanding shares of Preferred Stock are to be
redeemed, the Board of Directors shall determine the number of shares to be
redeemed and the holder or holders whose shares are to be redeemed. Notice of
such redemption shall be mailed to such holder or holders at the address shown
on the books of the corporation at least thirty (30) prior to the date fixed
for redemption in such notice. The redemption price payable by the corporation
shall be One Hundred Dollars ($100.00) per share plus any and all declared or
accumulated or unpaid dividends on the date of such redemption and such
redemption price shall be paid by the corporation to such holder or holders on
the redemption date set forth in the notice of redemption. From and after the
date fixed in any such notice as the date for redemption, no further dividends
shall be declared or paid on the shares so called for redemption and all rights
of the holder or holders thereof as stockholders of the corporation shall cease
and terminate, except their right to receive the amount payable on such
redemption, unless the corporation shall fail to pay the redemption price on
the date fixed for redemption. The corporation may, at any time and unless
specifically prohibited by the New York Business Corporation Law, purchase for
retirement from one or more holders thereof is determined by the Board of
Directors of the corporation any or all of the shares of outstanding Preferred
Stock at a price not to exceed the redemption price stated above. All shares
redeemed or




purchased may be either cancelled and retired or held by the corporation as
treasury shares.

              6. No Preemptive Rights. No preferred stockholders of this
corporation shall, because his or its ownership of Preferred Stock have any
preemptive or other right to purchase, subscribe for or take any part, pro rata
or otherwise, of any securities, equity, debt or otherwise, or options, rights
or warrants to purchase any such securities issued or sold by this corporation,
whether for cash or for property, and whether or not hereafter authorized."



              4. Articles Fifth and Sixth shall be hereinafter referred to as
Articles Sixth and Seventh.

              5. The amendments were authorized in the following manner:
by unanimous written consent of all of the Shareholders and Board of Directors.

              IN WITNESS WHEREOF, we have signed this certificate on the 1st
day of May, 1987 and we affirm the statements contained therein as true under
penalties of perjury.




                             /s/ H. Robert Jochem
                             -------------------------------------------
                             H. Robert Jochem, Vice President



                             /s/ Michael L. Sklar
                             -------------------------------------------
                             Michael L. Sklar, Assistant Secretary







                            CERTIFICATE OF AMENDMENT
                      OF THE CERTIFICATE OF INCORPORATION
                                       OF
                         NEW FITNESS HOLDING CO., INC.
               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


State of New York
Department of State

Filed --
Tax $ 6230
Filing 60

May 6, 1987

[Illegible Signature]
Secretary of State

COUNSEL:  Patricia A. Stanis
          Lurie, Sklar & Simon
          180 North Michigan Avenue
          Suite 200
          Chicago, Illinois 60602


                          CERTIFICATE OF INCORPORATION
                          ----------------------------
                                       OF
                         NEW FITNESS HOLDING CO., INC.
               UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
               -------------------------------------------------

     I, THE UNDERSIGNED, being over eighteen years of age, for the purpose of
forming a corporation pursuant to Section 402 of the Business Corporation Law
of New York, do hereby certify:

     FIRST:  The name of the corporation is:
               NEW FITNESS HOLDING CO., INC.

     SECOND: The purposes for which it is formed are: to own and operate health
club facilities; to own securities of corporations owning and operating health
club facilities in the State of New York; and to do any and all acts incidental
thereto permitted under Section 202 of the Business Corporation Law.

     THIRD: The office of the corporation is to be located in the City of
New York,                 , County of New York, State of New York.

     FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each.

     FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the Secretary



of State shall mail a copy of any process against the corporation served upon
him is: c/o C T Corporation System, 1633 Broadway, New York, New York 10019.

     SIXTH: The name and address of the registered agent which is to be the
agent of the corporation upon whom process against it may be served, are C T
CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019.

     IN WITNESS WHEREOF, I have made and signed this certificate this 15th day
of November, A.D. 1982 and I affirm the statements contained therein as true
under penalties of perjury.


                                        /s/ H. Robert Jochem
                                        ------------------------
                                        H. Robert Jochem
                                        Suite 2810
                                        2029 Century Park East
                                        Los Angeles, CA 90067


                          CERTIFICATE OF INCORPORATION

                                       OF

                         NEW FITNESS HOLDING CO., INC.

               UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW



                                    RECEIVED
                                Nov 19  2 PM '82

                                     FILED
                              Nov 20  12:20 PM '82




                              [STAMP
                               OF
                               STATE OF NEW YORK
                               DEPARTMENT OF STATE]


                           COUNSEL: Patricia A. Stanis
                                    Fohrman, Lurie, Sklar,
                                    & Simon, Ltd.
                                    Suite 2000
                                    180 W. Michigan Avenue
                                    Chicago, IL 60601

EX-3.78

                                                                    Exhibit 3.78

                         NEW FITNESS HOLDING CO., INC.

                                   * * * * *

                                   BY - LAWS

                                   * * * * *

                                   ARTICLE I

                                    OFFICES

         Section 1. The office of the corporation shall be located in the city
of New York.

         Section 2. The corporation may also have offices at such other places
both within and without the State of New York as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                        ANNUAL MEETINGS OF SHAREHOLDERS

"Section 1. All meetings of shareholders for the election of directors shall be
held either within or outside the state of New York, at such place as may be
fixed from time to time by the board of directors."

"Section 2. Annual meeting of shareholders, commencing with the year 1994, shall
be held during the third week of January at a date and time to be determined by
the board of directors, and, if a legal holiday, then on the next secular day,
at which they shall elect by a plurality vote, a board of directors, and
transact such other business as may properly be brought before the meeting."








then on the next secular day following, at 10:00 A. M., at which they shall
elect by a plurality vote, a board of directors, and transact such other
business as may properly be brought before the meeting.

              Section 3. Written or printed notice of the annual meeting
stating the place, date and hour of the meeting shall be delivered not less than
ten nor more than fifty days before the date of the meeting, either personally
or by mail, by or at the direction of the president, the secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting.


                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

              Section 1. Special meetings of shareholders may be held at such
time and place within or without the State of New York as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

              Section 2. Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president, the board of directors, or the
holders of not less than a majority of all the shares entitled to vote at the
meeting.

              Section 3. Written or printed notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called,






shall be delivered not less than ten nor more than fifty days before the date
of the meeting, either personally or by mail, by, or at the direction of, the
president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. The notice should
also indicate that it is being issued by, or at the direction of, the person
calling the meeting.

              Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.


                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

              Section 1. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statue or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders present in
person or represented by proxy shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.






              Section 2. If a quorum is present, the affirmative vote of a
majority of the shares of stock represented at the meeting shall be the act of
the shareholders, unless the vote of a greater or lesser number of shares of
stock is required by law or the certificate of incorporation.

              Section 3. Each outstanding share of stock having voting power
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

              Section 4. The board of directors in advance of any shareholders'
meeting may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
a shareholders' meeting may, and, on the request of any shareholder entitled to
vote thereat, shall appoint one or more inspectors. In case any person appointed
as inspector fails to appear or act, the vacancy may be filled by the board in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.

              Section 5. Whenever shareholders are required or permitted to
take any action by vote, such action may be




taken without a meeting on written consent, setting forth the action so taken,
signed by the holders of all outstanding shares entitled to vote thereon.

                                   ARTICLE V

                                   DIRECTORS

         Section 1. The number of directors shall be five (5). Directors shall
be at least eighteen years of age and need not be residents of the State of New
York nor shareholders of the corporation. The directors, other than the first
board of directors, shall be elected at the annual meeting of the shareholders,
except as hereinafter provided, and each director elected shall serve until the
next succeeding annual meeting and until his successor shall have been elected
and qualified. The first board of directors shall hold office until the first
annual meeting of shareholders.

         Section 2. Any or all of the directors may be removed, with or without
cause, at any time be the vote of the shareholders at a special meeting called
for that purpose.

         Any director may be removed for cause by the action of the directors at
a special meeting called for that purpose.

         Section 3. Newly created directorships resulting from increase in the
board of directors and all vacancies occurring in the board shall be filled by
election at an








annual meeting, or at a special meeting of shareholders called for that purpose.
A director elected to fill a vacancy shall be elected for the unexpired portion
of the term of his predecessor in office. A director elected to fill a newly
created directorship shall serve until the next succeeding annual meeting of
shareholders and until his successor shall have been elected and qualified.

         Section 4. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statue or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

         Section 5. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside the State of
New York, at such place or places as they may from time to time determine.

         Section 6. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.



                                   ARTICLE VI

                       MEETING OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of New York.

         Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

         Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

         Section 4. Special meetings of the board of directors may be called by
the president on five 5 days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

         Section 5. Notice of a meeting need not be given to any director who
submits a signed waiver of notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its

commencement, the lack of notice. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater or lesser number is required by law or
by the certificate of incorporation. The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the vote of a greater number is required by law or
by the certificate of incorporation. If a quorum shall not be present at any
meeting of directors, the directors present may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 7. Unless otherwise restricted by the certificate of incorporation
or these by-laws, members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

     Section 8. Unless the certificate of incorporation provides otherwise, any
action required or permitted to be taken at a meeting of the directors or a
committee

thereof may be taken without a meeting if a consent in writing to the adoption
of a resolution authorizing the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.

                                  ARTICLE VII
                              EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of
the entire board, may designate, from among its members, an executive committee
and other committees, each consisting of three or more directors, and each of
which, to the extent provided in the resolution, shall have all the authority
of the board, except as otherwise required by law. Vacancies in the membership
of the committee shall be filled by the board of directors at a regular or
special meeting of the board of directors. The executive committee shall keep
regular minutes of its proceedings and report the same to the board when
required.

                                  ARTICLE VIII
                                     NOTICE

     Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or shareholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or shareholder, at his address as



it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

         Section 2. Whenever any notice of a meeting is required to be given
under the provisions of the statutes or under the provisions of the certificate
of incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.


                                   ARTICLE IX

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

         Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president from among the
directors, and shall choose one or more vice-presidents, as secretary and a
treasurer, none of whom need be a member of the board.




                                  ARTICLE XII

                                   AMENDMENTS

         Section 1. These by-laws may be amended or repealed or new by-laws may
be adopted at any regular or special meeting of shareholders at which a quorum
is present or represented, by the vote of the holders of shares entitled to vote
in the election of any directors, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting. These by-laws
may also be amended or repealed or new by-laws may be adopted by the affirmative
vote of a majority of the board of directors at any regular or special meeting
of the board. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors by the
by-law so adopted, amended or repealed, together with precise statement of the
changes made. By-laws adopted by the board of directors may be amended or
repealed by the shareholders.





         We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which is it housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

         We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Nycon Holding Co., Inc. in exchange for the sum of $800.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred thirty-five (135) shares of its $1.00 par value
common stock to John Cipolla in exchange for the sum of $135.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for sixty-five (65) shares of its $1.00 par value common stock to
Holiday Fitness Holding Company in exchange for the sum of $65.00.

         We do hereby direct that the fiscal year end of the corporation shall
be July 31st.

         We do hereby designate the ____________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions by
the Secretary


of the Corporation and a copy of said resolutions be retained as part of the
corporate records.

         We do hereby approve the form of certificate representing shares of
the Corporation.

         We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.


                                              /s/ Donahue L. Wildman
                                              ----------------------------------
                                              Donahue L. Wildman


                                              /s/ Jack L. Clark
                                              ----------------------------------
                                              Jack L. Clark


                                              /s/ Roy Zurkowski
                                              ----------------------------------
                                              Roy Zurkowski



                                              ----------------------------------
                                              Jerome B. Kahn


                                              /s/ John Cipolla
                                              ----------------------------------
                                              John Cipolla


                                              BEING ALL OF THE DIRECTORS OF SAID
                                              CORPORATION.


DATED: February 13, 1983.


         We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which is it housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

         We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Nycon Holding Co., Inc. in exchange for the sum of $800.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for one hundred thirty-five (135) shares of its $1.00 par value
common stock to John Cipolla in exchange for the sum of $135.00.

         We do hereby approve and authorize this Corporation to issue a
certificate for sixty-five (65) shares of its $1.00 par value common stock to
Holiday Fitness Holding Company in exchange for the sum of $65.00.

         We do hereby direct that the fiscal year end of the corporation shall
be July 31st.

         We do hereby designate the ____________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions by
the Secretary


of the Corporation and a copy of said resolutions be retained as part of the
corporate records.

         We do hereby approve the form of certificate representing shares of
the Corporation.

         We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.


                                              /s/ Donahue L. Wildman
                                              ----------------------------------
                                              Donahue L. Wildman


                                              /s/ Jack L. Clark
                                              ----------------------------------
                                              Jack L. Clark


                                              /s/ Roy Zurkowski
                                              ----------------------------------
                                              Roy Zurkowski


                                              /s/ Jerome B. Kahn
                                              ----------------------------------
                                              Jerome B. Kahn


                                              /s/ John Cipolla
                                              ----------------------------------
                                              John Cipolla


                                              BEING ALL OF THE DIRECTORS OF SAID
                                              CORPORATION.


DATED: February 13, 1983.

EX-3.79

                                                                    Exhibit 3.79





                            CERTIFICATE OF AMENDMENT

                      OF THE CERTIFICATE OF INCORPORATION

                                       OF

                            NYCON HOLDING CO., INC.

               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

We, the undersigned, H. Robert Jochem and Michael L. Sklar, being respectively
the Vice-President and the Assistant Secretary of Nycon Holding Co., Inc. hereby
certify:

        1. The name of the corporation is Nycon Holding Co., Inc.

        2. The certificate of incorporation of said corporation was filed by the
Department of State on the November 29, 1982.

        3. (a) The certificate of incorporation is amended to provide for the
issuance of preferred stock.

           (b) To effect the foregoing, Article Fourth relating to the aggregate
number of shares issued is amended and a new Article Fifth is hereby added to
read as follows:

        "ARTICLE FOURTH:

        CAPITAL STOCK

        The aggregate number of shares which this corporation shall have the
authority to issue is 151,000. The Corporation shall have the authority to issue
shares of Common Stock and Preferred Stock, the maximum number and par value of
each to be as follows:

        a. 150,000 number of shares of $100.00 par value Preferred Stock; and

        b. 1,000 shares of $1.00 par value Common Stock.



        ARTICLE FIFTH:

        Preferences, Limitations and Relative Rights of Shares of Preferred
        Stock

        1. ISSUANCE OF PREFERRED SHARES. The aggregate number of Preferred Stock
which the corporation may have authority to issue shall be 150,000 shares having
a par value of One Hundred Dollars ($100.00) per share.

        2. NO VOTING RIGHTS. No voting rights shall attach to the shares of
Preferred Stock.

        3. DIVIDENDS. Each holder of shares of Preferred Stock shall be entitled
to receive for each fiscal year of the corporation preferential dividends,
payable either in cash or property, out of any assets of the corporation
available for dividends pursuant to the New York Business Corporation Law, at a
rate equal to 13-1/2% per annum. Each holder of Preferred Stock shall be
entitled to receive the dividends stated above and no more, which dividends
shall be payable annually, semi-annually, or quarterly on such dates as may be
determined by the Board of Directors in its sole discretion. Dividends on each
share of Preferred Stock shall accumulate from the date of issue of such share,
from year to year, until paid so that, as long as any shares of preferred stock
are outstanding, if at any time all dividends on the Preferred Stock for all
prior dividend periods shall not have been paid, or if all dividends on the
Preferred Stock for the then current dividend period shall not have been paid or
shall not have been declared with the sum sufficient for the payment thereof set
apart, whether or not there shall be assets of the corporation available for
payment of such dividends under the laws of the State of New York then:

        (i)     No dividends shall be declared or paid on any other distribution
                ordered or made upon the Common Stock other than dividends
                payable solely in Common Stock; and

        (ii)    No shares of Common Stock of this corporation shall be redeemed,
                purchased or acquired by this corporation or any subsidiary of
                this corporation.

        4. UPON LIQUIDATION, DISSOLUTION, MERGER OR REORGANIZATION. In the event
of any voluntary or involuntary liquidation, dissolution or winding up of this
corporation, the holders of record of the outstanding shares of Preferred Stock
shall be entitled to be paid One Hundred Dollars ($100.00) for each share of
Preferred Stock, plus accumulated dividends thereon up to the date of such
liquidation, dissolution, or



winding up of this corporation, whether or not this corporation shall have a
surplus or earnings available for dividends, and no more. After payment to the
holders of the shares of Preferred Stock of the amount payable to them as above
set forth, the remaining assets of this corporation shall be payable to and
distributed ratably among the holders of record of the shares of Common Stock.
If, upon such liquidation, dissolution, or winding up, the assets of the
corporation distributable to the holdings of shares of Preferred Stock shall be
insufficient to permit the payment to them of the entire amount to which they
are entitled to hereunder, the entire assets of this corporation shall be
distributed ratably among the holders of the shares of Preferred Stock.

        In the event of any merger or consolidation of this corporation in which
this corporation shall not be the surviving entity, or in the event of any
recapitalization or reorganization of this corporation, any such transaction
must be structured so that the fair market value of the consideration receivable
in such transaction by or allocable to the holders of the Preferred Stock shall
be equal to the liquidation preference of the Preferred Stock determined in
accordance with the preceding paragraph.

        5. REDEMPTION. Preferred Stock may be redeemed or purchased for
redemption by this corporation in accordance with the following plan. Unless
specifically prohibited by the New York Business Corporation Law, Preferred
Stock may be redeemed at any time at the option of the Board of Directors. In
case less than all of the outstanding shares of Preferred Stock are to be
redeemed, the Board of Directors shall determine the number of shares to be
redeemed and the holder or holders whose shares are to be redeemed. Notice of
such redemption shall be mailed to such holder or holders at the address shown
on the books of the corporation at least thirty (30) prior to the date fixed for
redemption in such notice. The redemption price payable by the corporation shall
be One Hundred Dollars ($100.00) per share plus any and all declared or
accumulated or unpaid dividends on the date of such redemption and
such redemption price shall be paid by the corporation to such holder or holders
on the redemption date set forth in the notice of redemption. From and after the
date fixed in any such notice as the date for redemption, no further dividends
shall be declared or paid on the shares so called for redemption and all rights
of the holder or holders thereof as stockholders of the corporation shall cease
and terminate, except their right to receive the amount payable on such
redemption, unless the corporation shall fail to pay the redemption price on the
date fixed for redemption. The corporation may, at any time and unless
specifically prohibited by the New York Business Corporation Law, purchase for
retirement from one or more holders thereof is determined by the Board of
Directors of the corporation any or all of the shares outstanding Preferred
Stock at a price not to exceed the redemption price stated above. All shares
redeemed or



purchased may be either cancelled and retired or held by the corporation as
treasury shares.

        6. NO PREEMPTIVE RIGHTS. No preferred stockholders of this corporation
shall, because his or its ownership of Preferred Stock have any preemptive or
other right to purchase, subscribe for or take any part, pro rata or otherwise,
of any securities, equity, debt or otherwise, or options, rights or warrants to
purchase any such securities issued or sold by this corporation, whether for
cash or for property, and whether or not hereafter authorized."



        4. Articles Fifth and Sixth shall be hereinafter referred to as Articles
Sixth and Seventh.

        5. The amendments were authorized in the following manner: by unanimous
written consent of all of the Shareholders and Board of Directors.

        IN WITNESS WHEREOF, we have signed this certificate on the 30 day of
April, 1987 and we affirm the statements contained therein as true under
penalties of perjury.



                                                /s/ H. ROBERT JOCHEM
                                                --------------------------------
                                                H. Robert Jochem, Vice President


                                                /s/ MICHAEL L. SKLAR
                                                --------------------------------
                                                Michael L. Sklar, Assistant
                                                Secretary


                            CERTIFICATE OF AMENDMENT

                      OF THE CERTIFICATE OF INCORPORATION

                                       OF

                            NYCON HOLDING CO., INC.

               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW







[Stamp of
State of New York
Department of State]


COUNSEL:    Patricia A. Stanis
            Lurie, Sklar & Simon, Ltd.
            180 North Michigan Avenue
            Suite 200
            Chicago, Illinois 60602







                        THE CERTIFICATE OF INCORPORATION

                                       OF

                             NYCON HOLDING CO., INC.

                UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW











                                [STAMP OF
                                STATE OF NEW YORK
                                DEPARTMENT OF STATE]









                                 COUNSEL:    Patricia A. Stanis
                                             Fohrman, Lurie, Sklar & Simon, Ltd.
                                             180 North Michigan Avenue
                                             Suite 2000
                                             Chicago, Illinois 60601






                          CERTIFICATE OF INCORPORATION

                                       OF

                             NYCON HOLDING CO., INC.

                UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW




        I, THE UNDERSIGNED, being over eighteen years of age, for the purpose of
forming a corporation pursuant to Section 402 of the Business Corporation Law of
New York, do hereby certify:

        FIRST:  The name of the corporation is:

                NYCON HOLDING CO., INC.

        SECOND: The purposes for which it is formed are: to own and operate
health club facilities; to own securities of corporations owning and operating
health club facilities in the State of New York; and to do any and all acts
incidental thereto permitted under Section 202 of the Business Corporation Law.

        THIRD:  The office of the corporation is to be located in the City of
New York, County of New York, State of New York.

        FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each.

        FIFTH:  The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the Secretary



                                       1



of State shall mail a copy of any process against the corporation served upon
him is: c/o C T Corporation System, 1633 Broadway, New York, New York 10019.

        SIXTH:  The name and address of the registered agent which is to be the
agent of the corporation upon whom process against it may be served, are C T
CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019.

        IN WITNESS WHEREOF, I have made and signed this certificate this 15th
day of November, A.D. 1982 and I affirm the statements contained therein as true
under penalties of perjury.





                                        /s/ H. ROBERT JOCHEM
                                        ---------------------------------
                                        H. Robert Jochem
                                        Suite 2810
                                        2029 Century Park East
                                        Los Angeles, CA 90067









                                       2

EX-3.80

                                                             Exhibit 3.80



                            NYCON HOLDING CO., INC.

                                     *****

                                    BY-LAWS

                                     *****


                                   ARTICLE I
                                    OFFICES

        Section l. The office of the corporation shall be located in the city of
New York.

        Section 2. The corporation may also have offices at such other places
both within and without the State of New York as the board of directors may from
time to time determine or the business of the corporation may require.


                                   ARTICLE II
                        ANNUAL MEETINGS OF SHAREHOLDERS

"Section 1. All meetings of shareholders for the election of directors shall be
held either within or outside the state of New York, at such place as may be
fixed from time to time by the board of directors."

        "Section 2. Annual meetings of shareholders, commencing with the year
1994, shall be held during the third week of January at a date and time to be
determined by the board of directors, and, if a legal holiday, then on the next
secular day, at which they shall elect by a plurality vote, a board of
directors, and transact such other business as may properly be brought before
the meeting.



then on the next secular day following, at 10:00 A.M., at which they shall elect
by a plurality vote, a board of directors, and transact such other business as
may properly be brought before the meeting.

        Section 3. Written or printed notice of the annual meeting stating the
place, date and hour of the meeting shall be delivered not less than ten nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.


                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

        Section 1. Special meetings of shareholders may be held at such time and
place within or without the State of New York as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

        Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president, the board of directors, or the
holders of not less than a majority of all the shares entitled to vote at the
meeting.

        Section 3. Written or printed notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called,



shall be delivered not less than ten nor more than fifty days before the date of
the meeting, either personally or by mail, by, or at the direction of, the
president, the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. The notice should also
indicate that it is being issued by, or at the direction of, the person calling
the meeting.

        Section 4. The business transacted at any special meeting of share-
holders shall be limited to the purpose stated in the notice.


                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

        Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.



        Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders, unless the vote of a greater of lesser number of shares of stock
is required by law or the certificate of incorporation.

        Section 3. Each outstanding share of stock having voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

        Section 4. The board of directors in advance of any shareholders'
meeting may appoint on or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
a shareholders' meeting may, and, on the request of any shareholder entitled to
vote thereat, shall appoint one or more inspectors. In case any person appointed
as inspector fails to appear or act, the vacancy may be filled by the board in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.

        Section 5. Whenever shareholders are required or permitted to take any
action by vote, such action may be


taken without a meeting on written consent, setting forth the action so taken,
signed by the holders of all outstanding shares entitled to vote thereon.


                                   ARTICLE V

                                   DIRECTORS

        Section 1. The number of directors shall be five (5). Directors shall be
at least eighteen years of age and need not be residents of the State of New
York nor shareholders of the corporation. The directors, other than the first
board of directors, shall be elected at the annual meeting of the shareholders,
except as hereinafter provided, and each director elected shall serve until the
next succeeding annual meeting and until his successor shall have been elected
and qualified. The first board of directors shall hold office until the first
annual meeting of shareholders.

        Section 2. Any or all of the directors may be removed, with or without
cause, at any time by the vote of the shareholders at a special meeting called
for that purpose.

        Any director may be removed for cause by the action of the directors at
a special meeting called for that purpose.

        Section 3. Newly created directorships resulting from an increase in the
board of directors and all vacancies occurring in the board shall be filled by
election at an




annual meeting, or at a special meeting of shareholders called for that purpose.
A director elected to fill a vacancy shall be elected for the unexpired portion
of the term of his predecessor in office. A director elected to fill a newly
created directorship shall serve until the next succeeding annual meeting of
shareholders and until his successor shall have been elected and qualified.

        Section 4. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by the shareholders.

        Section 5. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside the State of
New York, at such place or places as they may from time to time determine.

        Section 6. The board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all directors for services to the corporation as directors, officers or
otherwise.




                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

        Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of New York.

        Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

        Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

        Section 4. Special meetings of the board of directors may be called by
the president on five (5) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

        Section 5. Notice of a meeting need not be given to any director who
submits a signed waiver of notice whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its





commencement, the lack of notice. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

        Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater or lesser number is required by law or
by the certificate of incorporation. The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the vote of a greater number is required by law or by
the certificate of incorporation. If a quorum shall not be present at any
meeting of directors, the directors present may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present.

        Section 7. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

        Section 8. Unless the certificate of incorporation provides otherwise,
any action required or permitted to be taken at a meeting of the directors or a
committee








thereof may be taken without a meeting if a consent in writing to the adoption
of a resolution authorizing the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.


                                  ARTICLE VII

                               EXECUTIVE COMMITTEE

        Section 1. The board of directors, by resolution adopted by a majority
of the entire board, may designate, from among its members, an executive
committee and other committees, each consisting of three or more directors, and
each of which, to the extent provided in the resolution, shall have all the
authority of the board, except as otherwise required by law. Vacancies in the
membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required.


                                  ARTICLE VIII

                                    NOTICES

        Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as



it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

        Section 2. Whenever any notice of a meeting is required to be given
under the provisions of the statutes or under the provisions of the certificate
of incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.


                                   ARTICLE IX

                                    OFFICERS

"Section 1. The officers of the corporation shall be chosen by a board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
one or more assistant secretaries and assistant treasurers and other officers as
they deem proper."

        Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president from among the directors, and
shall choose one or more vice-presidents, a secretary and a treasurer, none of
whom need be a member of the board.



                                  ARTICLE XII

                                   AMENDMENTS

        Section 1. These by-laws may be amended or repealed or new by-laws may
be adopted at any regular or special meeting of shareholders at which a quorum
is present or represented, by the vote of the holders of shares entitled to vote
in the election of any directors, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting. These by-laws
may also be amended or repealed or new by-laws may be adopted by the affirmative
vote of a majority of the board of directors at any regular or special meeting
of the board. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with precise statement of the
changes made. By-laws adopted by the board of directors may be amended or
repealed by the shareholders.



        We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

        We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Heath & Tennis Corporation of America in exchange for the sum of $800.00.

        We do hereby approve and authorize this Corporation to issue a
certificate for one hundred fifty (150) shares of its $1.00 par value common
stock to Holiday Fitness Holding Company in exchange for the sum of $150.00.

        We do hereby approve and authorize this Corporation to issue a
certificate for fifty (50) shares of its $1.00 par value common stock
to Frank Bond in exchange for the sum of $50.00.


        We do hereby direct that the fiscal year end of the corporation shall be
July 31st.

        We do hereby designate the _______________ Bank as a depository for the
funds of this Corporation, direct that the appropriate resolutions be executed
by the Secretary




of the Corporation and a copy of said resolutions be retained as part of the
corporate records.

        We do hereby approve the form of certificate representing shares of the
Corporation.

        We authorize the Treasurer of the Corporation, as, if and when they have
paid into the corporate account the sum of their subscription, to issue a
certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.



                                       /s/ DONAHUE L. WILDMAN
                                       ----------------------------------
                                       DONAHUE L. WILDMAN


                                       /s/ JACK L. CLARK
                                       ----------------------------------
                                       JACK L. CLARK


                                       /s/ROY ZURKOWSKI
                                       ----------------------------------
                                       ROY ZURKOWSKI


                                       ----------------------------------
                                       JEROME B. KAHN


                                       /s/ JOHN CIPOLLA
                                       ----------------------------------
                                       JOHN CIPOLLA

                                       BEING ALL OF THE DIRECTORS OF SAID
                                       CORPORATION.

DATED: Februay 13, 1983.
       ----------    --



        We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

        We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $.:00 par value common stock
to Health & Tennis Corporation of America in exchange for the sum of $800.00

        We do hereby approve and authorize this Corporation to issue a
certificate for one hundred fifty (150) shares of its $1.00 par value common
stock to Holiday Fitness Holding Company in exchange for the sum of $150.00.

        We do hereby approve and authorize this Corporation to issue a
certificate for fifty (50) shares of its $1.00 par value common stock to Frank
Bond in exchange for the sum of $50.00.

        We do hereby direct that the fiscal year end of the corporation shall be
July 31st.

        We do hereby designate the _____________________________ Bank as a
depository for the funds of this Corporation, direct that the appropriate
resolutions be executed by the Secretary



of the Corporation and a copy of said resolutions be retained as part of the
corporate records.

        We do hereby approve the form of certificate representing shares of the
Corporation.

        We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.


                                       /s/ DONAHUE L. WILDMAN
                                       ----------------------------------
                                       DONAHUE L. WILDMAN


                                       /s/ JACK L. CLARK
                                       ----------------------------------
                                       JACK L. CLARK


                                       /s/ROY ZURKOWSKI
                                       ----------------------------------
                                       ROY ZURKOWSKI


                                       /s/ JEROME B KAHN
                                       ----------------------------------
                                       JEROME B. KAHN


                                       /s/ JOHN CIPOLLA
                                       ----------------------------------
                                       JOHN CIPOLLA

                                       BEING ALL OF THE DIRECTORS OF SAID
                                       CORPORATION.

DATED: Februay 13, 1983.
       ----------    --

EX-3.81

                                                                    Exhibit 3.81

                          COMMONWEALTH OF PENNSYLVANIA
                              DEPARTMENT OF STATE

                        [GREAT SEAL OF THE COMMONWEALTH]

                          CERTIFICATE OF INCORPORATION

                  OFFICE OF THE SECRETARY OF THE COMMONWEALTH

              TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

WHEREAS, Under the provisions of the Laws of the Commonwealth, the Secretary of
the Commonwealth is authorized and required to issue a "Certificate of
Incorporation" evidencing the incorporation of an entity.

WHEREAS, The stipulations and conditions of the Law have been fully complied
with by

                 PHYSICAL FITNESS CENTERS OF PHILADELPHIA, INC.

THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth, and
under the authority of the Laws thereof, I do by these presents, which I have
caused to be sealed with the Great Seal of the Commonwealth, declare and certify
the creation, erection and incorporation of the above in deed and in law by the
name chosen herinbefore specified.

        Such corporation shall have and enjoy and shall be subject to all the
powers, duties, requirements, and restrictions, specified and enjoined in and by
the applicable laws of this Commonwealth.

                                  GIVEN under my Hand and the Great Seal of the
                                        Commonwealth, at the City of Harrisburg,
[GREAT SEAL OF THE COMMONWEALTH]        this 19th day of November in the year of
                                        our Lord one thousand nine hundred and
                                        eighty-two and of the Commonwealth the
                                        two hundred seventh

                                        /s/ WILLIAM R. DAVIS
                                        ----------------------------------------
                                              Secretary of the Commonwealth


                                                                         0706562



CAPITOL PARALEGAL SERVICES, INC.
ATTN: PAULA WASHBURN



                                                                                                      
DSCB204 (Rev. 81)                                    |                                                   |
                                                     |                                                   |
                                                     |  PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:    |
                                                     |                                                   |
           ARTICLES OF INCORPORATION                 |  [X] DOMESTIC BUSINESS CORPORATION                |
                                                     |                                                   |         FEE
                                                     |  [ ] DOMESTIC BUSINESS CORPORATION                |        $75.00
                                                     |      A CLOSE CORPORATION - COMPLETE BACK          |
                                                     |                                                   |
         COMMONWEALTH OF PENNSYLVANIA                |                                                   |
    DEPARTMENT OF STATE - CORPORATION BUREAU         |  [ ] DOMESTIC PROFESSIONAL CORPORATION            |
306 NORTH OFFICE BUILDING, HARRISBURG, PA 17120     |      ENTER BOARD LICENSE NO.                                             |
- ------------------------------------------------------------------------------------------------------------------------------------
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 20906 8)
                                Physical Fitness Centers of Philadelphia, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)
    123 South Broad Street, c/o C T Corporation System
- ------------------------------------------------------------------------------------------------------------------------------------
012 CITY                                        033 COUNTY                      013 STATE               064 ZIP CODE
    Philadelphia                               Philadelphia                   Pennsylvania              19109
- ------------------------------------------------------------------------------------------------------------------------------------
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

                to own and operate health club facilities; and to do any and all acts incidental thereto permitted under
                the laws of the State of Pennsylvania.










(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------------------
THE AGGREGATE NUMBER OF SHARES, CLASSES OF SHARES AND PAR VALUE OF SHARES WHICH THE CORPORATION SHALL HAVE AUTHORITY TO ISSUE:

                                      | 041 STATED PAR VALUE PER      |                               |
040 NUMBER AND CLASS OF SHARES        | SHARE IF ANY                  | 042 TOTAL AUTHORIZED CAPITAL  | 031 TERM OF EXISTENCE
          1000 Common                 |                 $1.00         |         1,000                 |     perpetual
- ------------------------------------------------------------------------------------------------------------------------------------
THE NAME AND ADDRESS OF EACH INCORPORATOR, AND THE NUMBER AND CLASS OF SHARES SUBSCRIBED TO BY EACH INCORPORATOR
                              | 061, 062                                                     |
    060 NAME                  | 063, 064 ADDRESS        (STREET, CITY, STATE, ZIP CODE)      |  NUMBER & CLASS OF SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
                              |                                                              |
H. Robert Jochem              | 300 East Joppa Road, Towson, MD 21204                        |          100 Common
- ------------------------------------------------------------------------------------------------------------------------------------
                              |                                                              |
                              |                                                              |
- ------------------------------------------------------------------------------------------------------------------------------------
                              |                                                              |
                              |                                                              |
- ------------------------------------------------------------------------------------------------------------------------------------
                              |                                                              |
                              |         (ATTACH 8 1/2 x 11 SHEET IF NECESSARY)               |
- ------------------------------------------------------------------------------------------------------------------------------------

IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS 15th DAY OF November 1982.

                                                                /s/ H. ROBERT JOCHEM
    ____________________________________________                ______________________________________________
                                                                H. ROBERT JOCHEM

    ____________________________________________                ______________________________________________

- ------------------------------------------------------------------------------------------------------------------------------------
                                                      - FOR OFFICE USE ONLY -
- ------------------------------------------------------------------------------------------------------------------------------------
030 FILED                           | 002 CODE           | 003 REV BOX        | SEQUENTIAL NO.    | 100 MICROFILM NUMBER
NOV 19 1982                   | Aib                |                    |  124944           |
                              ----------------------                    |                   |
                              | REVIEWED BY        ---------------------------------------------------------------------------------
                              | bh                 | 004 SICC           |    AMOUNT         | 001 CORPORATION NUMBER
                              ----------------------                    |                   |
                              | DATE APPROVED      |                    |                   |
WILLIAM R. DAVIS              | DEC 01 1982        |                    | $   75            |     706562
                              ------------------------------------------------------------------------------------------------------
                              | DATE REJECTED      | CERTIFY TO         | INPUT BY          | LOG IN        | LOG IN (REFILE)
                              | NOV 19 1982        | [X] REV.           |                   |               |
                              ----------------------                    |                   |               |
SECRETARY OF the COMMONWEALTH | MAILED BY DATE     | [X] L & I          ------------------------------------------------------------
    DEPARTMENT OF STATE       |                    |                    | VERIFIED BY       | LOG OUT       | LOG OUT (REFILE)
COMMONWEALTH OF PENNSYLVANIA  |                    | [ ] OTHER          |                   |               |
                              |                    |                    |                   |               |
   (PA. - 1343 - 2/23/82)     |                    |                    ------------------------------------------------------------










                                                                                                      
DSCB204 (Rev. 81)                                    |                                                   |
                                                     |                                                   |
                                                     |  PLEASE INDICATE (CHECK ONE) TYPE CORPORATION:    |
                                                     |                                                   |
           ARTICLES OF INCORPORATION                 |  [X] DOMESTIC BUSINESS CORPORATION                |
                                                     |                                                   |         FEE
                                                     |  [ ] DOMESTIC BUSINESS CORPORATION                |        $75.00
                                                     |      A CLOSE CORPORATION - COMPLETE BACK          |
                                                     |                                                   |
         COMMONWEALTH OF PENNSYLVANIA                |                                                   |
    DEPARTMENT OF STATE - CORPORATION BUREAU         |  [ ] DOMESTIC PROFESSIONAL CORPORATION            |
306 NORTH OFFICE BUILDING, HARRISBURG, PA 17120      |                                                   |
- ------------------------------------------------------------------------------------------------------------------------------------
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR UNLESS EXEMPT UNDER 15 P.S. 2906 8)
                                Fitness Centers of Philadelphia, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER NOT ACCEPTABLE)
    123 South Broad Street, c/o C T Corporation System
- ------------------------------------------------------------------------------------------------------------------------------------
012 CITY                                        033 COUNTY                      013 STATE               064 ZIP CODE
    Philadelphia                               Philadelphia                   Pennsylvania              19109
- ------------------------------------------------------------------------------------------------------------------------------------
050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION

                to own and operate health club facilities; and to do any and all acts incidental thereto permitted under
                the laws of the State of Pennsylvania.










(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------------------
THE AGGREGATE NUMBER OF SHARES, CLASSES OF SHARES AND PAR VALUE OF SHARES WHICH THE CORPORATION SHALL HAVE AUTHORITY TO ISSUE:

                                      | 041 STATED PAR VALUE PER      |                               |
040 NUMBER AND CLASS OF SHARES        | SHARE IF ANY                  | 042 TOTAL AUTHORIZED CAPITAL  | 031 TERM OF EXISTENCE
               Common                 |                 $1.00         |         1,000                 |         Perpetual
- ------------------------------------------------------------------------------------------------------------------------------------
THE NAME AND ADDRESS OF EACH INCORPORATOR, AND THE NUMBER AND CLASS OF SHARES SUBSCRIBED TO BY EACH INCORPORATOR
                              | 061, 062                                                     |
    060 NAME                  | 063, 064 ADDRESS        (STREET, CITY, STATE, ZIP CODE)      |  NUMBER & CLASS OF SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
                              |                                                              |
H. Robert Jochem              | 300 East Joppa Road, Towson, MD 21204                        |          100 Common
- ------------------------------------------------------------------------------------------------------------------------------------
                              |                                                              |
                              |                                                              |
- ------------------------------------------------------------------------------------------------------------------------------------
                              |                                                              |
                              |                                                              |
- ------------------------------------------------------------------------------------------------------------------------------------
                              |                                                              |
                              |         (ATTACH 8 1/2 x 11 SHEET IF NECESSARY)               |
- ------------------------------------------------------------------------------------------------------------------------------------

IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND SEALED THE ARTICLES OF INCORPORATION THIS ________________________
DAY OF _____________________ 19_______.


    ____________________________________________                ______________________________________________
                                                                H. ROBERT JOCHEM

    ____________________________________________                ______________________________________________

- ------------------------------------------------------------------------------------------------------------------------------------
                                                      - FOR OFFICE USE ONLY -
- ------------------------------------------------------------------------------------------------------------------------------------
030                           | 002 CODE           | 003 REV BOX        | SEQUENTIAL NO.    | 100 MICROFILM NUMBER
                              |                    |                    |                   |
                              ----------------------                    |                   |
                              | REVIEWED BY        ---------------------------------------------------------------------------------
                              |                    | 004 SICC           |    AMOUNT         | 001 CORPORATION NUMBER
                              ----------------------                    |                   |
                              | DATE APPROVED      |                    | $                 |
                              |                    |                    |                   |
                              ------------------------------------------------------------------------------------------------------
                              | DATE REJECTED      | CERTIFY TO         | INPUT BY          | LOG IN        | LOG IN (REFILE)
                              |                    | [ ] REV.           |                   |               |
                              ----------------------                    |                   |               |
  SECRETARY OF COMMONWEALTH   | MAILED BY DATE     | [ ] L & I          ------------------------------------------------------------
    DEPARTMENT OF STATE       |                    |                    | VERIFIED BY       | LOG OUT       | LOG OUT (REFILE)
COMMONWEALTH OF PENNYSYLVANIA |                    | [ ] OTHER          |                   |               |
                              |                    |                    |                   |               |
   (PA. - 1343 - 2/23/82)     |                    |                    ------------------------------------------------------------








1.  The following provisions shall regulate the status of the corporation as a
    close corporation:

    (a) (Strike out (i) or (ii) below, whichever is not applicable.)

        (i)  All of the issued shares of the corporation of all classes,
             exclusively of treasury shares, shall be held of record by not more
             than _________________________________________ persons.
                        (NUMBER NOT TO EXCEED 30)

        (ii) All of the issued shares of the corporation of all classes,
             exclusive of treasury shares, shall be held of record by not more
             than the smaller of twenty-five "shareholders" within the meaning
             of Subchapter S of the Internal Revenue Code of 1954, as amended,
             or 30 persons.

    (b) All of the issued shares of all classes of the corporation shall be
        subject to one or more of the restrictions on transfer permitted by
        section 613.1 of the Business Corporation Law (15 P.S. Section 1613.1).

    (c) The corporation shall make no offering of any of its shares of any class
        which would constitute a "public offering" within the meaning of the
        Securities Act of 1933, as amended.

2.  (Optional: BCL Section 372B) A person (other than an estate) who is not an
    "individual" or who is a "non-resident alien," in either case within the
    meaning of the Internal Revenue Code of 1954, as amended ("Code"), shall not
    be entitled to be a holder of record of shares of the corporation. Only a
    person whose consent is currently in effect to the election of the
    corporation to be treated as an electing small business corporation under
    Subchapter S of the Code and a shareholder who has not affirmatively refused
    to consent to the election within sixty days after he acquires his stock,
    shall be entitled to be a holder of record of shares of the corporation.

3.  (Optional: BCL Section 382) The business and affairs of the corporation
    shall be managed by the shareholders of the corporation rather than by a
    board of directors.

4.  (Optional:  Section 376B) The status of the corporation as a "close
    corporation" within the meaning of the Business Corporation Law shall not be
    terminated without the affirmative vote or written consent of (all holders
    of) (shareholders holding ___________________________________ of the) shares
                                (FRACTION AT LEAST TWO-THIRDS)
    of all classes of the corporation.

5.  (Optional: BCL Section 384B) (Any shareholder) (shareholders holding
    _____________________ of the shares) of the corporation may apply for the
        (FRACTION)
    appointment of a provisional director of the corporation in the manner and
    upon the circumstances provided by statute.

6.  (Optional: BCL Section 386)  (Any shareholder) (shareholders holding
    _____________________ of the shares) of the corporation shall have the right
        (FRACTION)
    at will to cause the corporation to be dissolved by proceeding in the manner
    provided by the statute.






                                      -2-

EX-3.82

                                                                    Exhibit 3.82

                 PHYSICAL FITNESS CENTERS OF PHILADELPHIA, INC.

                                   * * * * *

                                 B Y - L A W S

                                   * * * * *





                                   ARTICLE I

                                    OFFICES


     Section 1. The registered office shall be located in the City of
Philadelphia, Commonwealth of Pennsylvania.

     Section 2. The corporation may also have offices at such other places both
within and without the Commonwealth of Pennsylvania as the board of directors
may from time to time determine or the business of the corporation may require.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of the shareholders shall be held at such place
within or without the Commonwealth, as may be from time to time fixed or
determined by the board of directors.

     One or more shareholders may participate in a meeting of the shareholders
by means of conference telephone



or similar communications equipment by means of which all persons participating
in the meeting may hear each other.

     "Section 2. An annual meeting of the shareholders, commencing with the year
1994, shall be held during the third week of January at a date and time to be
determined by the board of directors, and if a legal holiday, then on the next
secular day when they shall elect by a plurality vote a board of directors, and
transact such other business as may properly be brought before the meeting."

     Section 3. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at any time by the president, or a majority of the
board of directors, or the holders of not less than one-fifth of all the shares
issued and outstanding and entitled to vote at the particular meeting, upon
written request delivered to the secretary of the corporation. Such request
shall state the purpose or purposes of the proposed meeting. Upon receipt of any
such request, it shall be the duty of the secretary to call a special meeting of
the shareholders to be held at such time, not more than sixty days thereafter,
as the secretary may fix. If the secretary shall neglect to issue such call, the
person or persons making the request may issue the call.

     Section 4. Written notice of every meeting of the shareholders, specifying
the place, date and hour and the general nature of the business of the meeting,
shall be

served upon or mailed, postage prepaid, at least five days prior to the
meeting, unless a greater period of notice is required by statute, to each
shareholder entitled to vote thereat.

     Section 5.     The officer having charge of the transfer books for shares
of the corporation shall prepare and make at least five days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each which list shall be kept on file at the registered office of
the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting.

     Section 6.     Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.

     Section 7.     The holder of a majority of the issued and outstanding
shares entitled to vote, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by statute or by the
articles of incorporation or by these by-laws. If, however, any meeting of
shareholders cannot be organized because a quorum has not attended, the

shareholders entitled to vote thereat, present in person or by proxy, shall
have power, except as otherwise provided by statute, to adjourn the meeting to
such time and place as they may determine, but in the case of any meeting
called for the election of directors such meeting may be adjourned only from
day to day or for such longer periods not exceeding fifteen days each as the
holders of a majority of the shares present in person or by proxy shall direct,
and those who attend the second of such adjourned meetings, although less than
a quorum, shall nevertheless constitute a quorum for the purpose of electing
directors. At any adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

     Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, present
in person or represented by proxy, shall decide any question brought before
such meeting, unless the question is one upon which, by express provision of
the statutes or of the articles of incorporation or of these by-laws, a
different vote is required in which case such express provision shall govern
and control the decision of such question.

     Section 9. Each shareholder shall at every meeting of the shareholders be
entitled to one vote in person or by proxy for each share having voting power
held by such shareholder, but no proxy shall be voted on after

three years from its date, unless coupled with an interest, and, except where
the transfer books of the corporation have been closed or a date has been fixed
as a record date for the determination of its shareholders entitled to vote,
transferees of shares which are transferred on the books of the corporation
within ten days next preceding the date of such meeting shall not be entitled
to vote at such meeting.

     Section 10.  In advance of any meeting of shareholders, the board of
directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder or his proxy, shall make such appointment at the meeting. The
number of judges shall be one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
and entitled to vote shall determine whether one or three judges are to be
appointed. No person who is a candidate for office shall act as a judge. The
judges of election shall do all such acts as may be proper to conduct the
election or vote with fairness to all shareholders, and shall make a written
report of any matter determined by them and execute a certificate of any fact
found by them, if requested by the chairman of the meeting or any shareholder
or his proxy. If there be three judges of election the decision, act or
certificate of a majority,

shall be effected in all respects as the decision, act or certificate of all.

     Section 11.  Any action which may be taken at a meeting of the shareholders
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders who would be entitled to
vote at a meeting for such purpose and shall be filed with the secretary of the
corporation.

                                  ARTICLE III

                                   DIRECTORS

     Section 1.  The number of directors which shall constitute the whole board
shall be five (5). The directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 2 of this article, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders.

     Section 2.  Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of
the remaining number of the board, though less than a quorum and each person so
elected shall be a director until his successor is elected by the shareholders,
who may make such election at the next annual meeting of the shareholders or at
any special meeting duly called for that purpose and held prior thereto.


     Section 3.  The business of the corporation shall be managed by its board
of directors which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.  The board of directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.

     One or more directors may participate in a meeting of the board or of a
committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

     Section 5.  The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the shareholders at
the meeting at which such directors were elected and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a majority of the whole board shall be present. In the
event of the failure of the shareholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event such meeting is
not held at the time and place so fixed by the shareholders, the meeting may be
held at such


time and place as shall be specified in a notice given as hereinafter provided
for such meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

     Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by resolution of at least a majority of the board at a duly convened meeting,
or by unanimous written consent.

     Section 7. Special meetings of the board may be called by the president on
five (5) days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.

     Section 8. At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the board of directors, except
as may be otherwise specifically provided by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors,
the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.

          Section 9.  If all the directors shall severally or collectively
consent in writing to any action to be taken by the corporation, such action
shall be as valid a corporate action as though it had been authorized at a
meeting of the board of directors.

                                   COMMITTEES

          Section 10.  The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee to the extent provided in such resolution or in these by-laws,
shall have and exercise the authority of the board of directors in the
management of the business and affairs of the corporation. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
The committees shall keep regular minutes of the proceedings and report the same
to the board when required.



                           COMPENSATION OF DIRECTORS

     Section 11.    Directors, as such shall not receive any stated salary for
their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed for attendance at each regular or special
meeting of the board or at meetings of the executive committee; provided that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                    NOTICES

     Section 1.     Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

     Section 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

          Section 1.  The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The president and secretary shall be natural persons of full age; the
treasurer may be a corporation but, if a natural person, shall be of full age.
The board of directors may also choose additional vice-presidents and one or
more assistant secretaries and assistant treasurers. Any number of the aforesaid
offices may be held by the same person.

          Section 2.  The board of directors, immediately after each annual
meeting of shareholders, shall elect a president, who may, but need not be a
director, and the board shall also annually choose a vice-president, a secretary
and a treasurer who need not be members of the board.

          Section 3.  The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

          Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

          Section 5.  The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors




may be removed at any time by the affirmative vote of a majority of the board
of directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                                 THE PRESIDENT

     BE IT FURTHER RESOLVED, that Article V, Section 6, of the By-laws of the
Company is amended in its entirety to read as follows:

     Section 6.  The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect. The president shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation.

                              THE VICE-PRESIDENTS

     Section 8.  The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other


duties and have such other powers as the board of directors may from time to
time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.     The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the executive
committee when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his signature or by the signature of an assistant
secretary.

     Section 10.    The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.    The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.

     Section 12.    He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     Section 13.    If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, all of books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 14.    The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of
directors, shall, in the


absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.


                                   ARTICLE VI

                             CERTIFICATES OF SHARES

     Section 1. The certificates of shares of the corporation shall be numbered
and registered in a share register as they are issued. They shall exhibit the
name of the registered holder and the number and class of shares and the
series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be. If more
than one class of shares is authorized, the certificate shall state that the
corporation will furnish to any shareholder, upon request and without charge a
full or summary statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued, and the
variations thereof between the shares of each series, and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.

     Section 2. Every share certificate shall be signed by the president or
vice-president and the secretary or an assistant secretary or the treasurer or
an assistant treasurer and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.

     Section 3.  Where a certificate is signed by a transfer agent or an
assistant transfer agent or a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant
secretary may be facsimile. In case any officer or officers who have signed, or
whose facsimile signature of signatures have been used on, any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.

                               LOST CERTIFICATES

     Section 4.  The board of directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the

issuance thereof, require the owner of such lost, destroyed or wrongfully
taken, certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate or certificates alleged
to have been lost, destroyed or wrongfully taken.


                              TRANSFERS OF SHARES

     Section 5. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                           CLOSING OF TRANSFER BOOKS

     Section 6. The board of directors may fix a time, not more than fifty
days, prior to the date of any meeting of shareholders or the date fixed for
the payment of any dividend or distribution or the date for the allotment of
rights or the date when any change or conversion or exchange of shares will be
made or go into effect, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting or entitled
to receive

payment of any such dividend or distribution or to receive any such allotment
of rights or to exercise the rights in respect to any such change, conversion
or exchange of shares. In such case only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting or to receive payment of such dividend or to receive
such allotment of rights or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after any record date so fixed. The board of directors may close the books of
the corporation against transfers of shares during the whole or any part of
such period and in such case written or printed notice thereof shall be mailed
at least ten days before the closing thereof to each shareholder of record at
the address appearing on the records of the corporation or supplied by him to
the corporation for the purpose of notice.

                            REGISTERED SHAREHOLDERS

     Section 7. The corporation shall be entitled to treat the holder of record
of any share or shares as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, and shall not be liable for any registration or transfer
of shares which are registered or to be registered in the name of a fiduciary
or the nominee of a fiduciary unless made with actual knowledge

that a fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.

                                  ARTICLE VII

                               GENERAL PROVISIONS

                                   DIVIDENDS

     Section 1. Dividends upon the shares of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in its shares, subject to the
provisions of the articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                        FINANCIAL REPORT TO SHAREHOLDERS

          Section 3.  The directors shall cause to be sent to the shareholders,
within 120 days after the close of the fiscal year, a financial statement as of
the closing date of the preceding fiscal year. Such financial statement shall
include a balance sheet as of the close of such year, together with statements
of income and surplus for such year, prepared so as to present fairly the
corporation's financial condition and the results of its operations. Such
statement need not be verified by a certified public accountant.

EX-3.83

                                                                    Exhibit 3.83


                          CERTIFICATE OF INCORPORATION

                                       OF

                             POWERFLEX CORPORATION


     FIRST: The name of the Corporation is PowerFlex Corporation.

     SECOND: The address of its registered office in the State of Delaware is
No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The nature of the business or purposes to be conducted or promoted
is: To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     FOURTH: The number of shares for all classes of stock which the
Corporation is authorized to have outstanding is Three Thousand (3,000), all of
which shall be Common Shares, $.01 par value.

     FIFTH: The name and mailing address of the Incorporator is as follows:

          NAME                                      MAILING ADDRESS

    ACFB Incorporated                               2300 BP America Building
                                                    200 Public Square
                                                    Cleveland, Ohio 44114

     SIXTH: The Corporation is to have perpetual existence.

     SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

          To make, alter or repeal the bylaws of the Corporation.

          To authorize and cause to be executed mortgages and liens upon the
     real property of the Corporation.

          To set apart out of any of the funds of the Corporation available for
     dividends a reserve or reserves for any proper purpose and to abolish any
     such reserve in the manner in which it was created.

          By a majority of the whole board, to designate one or more committees,
     each committee to consist of one or more of the directors of the
     Corporation.

          When and as authorized by the stockholders in accordance with this
     Certificate of Incorporation and applicable statutes, to sell, lease or
     exchange all or substantially all of the property and assets of the
     Corporation, including its goodwill and its corporate franchises, upon such
     terms and conditions and for such consideration (which may consist, in
     whole or in part, of money or property, including shares of stock in,
     and/or other securities of, any other corporation or corporations) as the
     Corporation's Board of Directors shall deem appropriate and in the best
     interests of the Corporation.

     EIGHTH:   Meetings of stockholders may be held within or without the State
of Delaware, as the bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the bylaws of the Corporation. Elections of directors
need not be by written ballot unless the bylaws of the Corporation shall so
provide.

     NINTH:    The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     TENTH:    No director shall be personally liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for
any transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitations on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law. Any repeal or
modification of this Article shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.

     ELEVENTH:  A. Each person who was or is made a party to or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent, authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA, excise
taxes or penalties and amounts paid or to be paid in settlement)


                                       2

reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
subsection B of this Article, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Article or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

     B.   If a claim under subsection A of this Article is not paid in full by
the Corporation within thirty (30) days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

     C.   The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of this Certificate of
Incorporation, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

     D.   The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint


                                       3

venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation
Law.

     E.  As used in this Article, references to "the Corporation" shall
include, in addition to the resulting or surviving corporation, any constituent
corporation absorbed in a consolidation or merger which, if its separate
existence had continued, would have had the power and authority to indemnify
its directors, officers, employees and agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.

     F.  If this Article or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director, officer, employee and agent of the
Corporation as to expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including a grand jury
proceeding and an action by the Corporation, to the fullest extent permitted by
any applicable portion of this Article that shall not have been invalidated or
by any other applicable law.

     THE UNDERSIGNED, being the Incorporator hereinabove named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, do make this certificate, hereby declaring and certifying that this is
its act and deed and the facts herein stated are true, and accordingly have
hereunto set its hand this 28th day of July, 1999.

                                       ACFB INCORPORATED
                                       Incorporator



                                       By: /s/ Donna Fuller
                                          -------------------------------------
                                          Donna Fuller, Assistant Secretary



                                       4

EX-3.84

                                                                    Exhibit 3.84

                                    BY-LAWS

                                       OF

                             POWERFLEX CORPORATION

                                   ARTICLE I

                                  STOCKHOLDERS

     Section 1.  Place of Stockholders' Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within
or outside the State of Delaware, as may be fixed by the Board of Directors
from time to time or as shall be specified in the respective notices thereof.

     Section 2.  Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders, commencing with the year 2000, shall be held
on such day and at such time as the Directors may determine from time to time
by resolution, at which meeting the stockholders shall elect, by a plurality of
the votes cast at such election, a Board of Directors, and transact such other
business as may properly be brought before the meeting. If for any reason a
Board of Directors shall not be elected at the Annual Meeting of Stockholders,
or if it appears that such Annual Meeting is not held on such date as may be
fixed by the Directors in accordance with the provisions of the By-laws, then
in either such event the Directors shall cause the election to be held as soon
thereafter as convenient.

     Section 3.  Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President or any Vice
President, the Secretary or by the Board of Directors, and shall be called by
any of the foregoing at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the meeting.

     Section 4.  Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Delaware, not less than ten
days nor more than sixty days before the date of every stockholders' meeting
the Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation.

     An Affidavit of the Secretary or an Assistant Secretary or of a transfer
agent of the Corporation that the notice has been given shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

     Section 5.  Quorum of Stockholders.

          (a) Unless otherwise provided by the laws of Delaware, at any meeting
     of the stockholders the presence in person or by proxy of stockholders
     entitled to cast a majority of the votes thereat shall constitute a quorum.

          (b) At any meeting of the stockholders at which a quorum shall be
     present, a majority of those present in person or by proxy may adjourn the
     meeting from time to time without notice other than announcement at the
     meeting. In the absence of a quorum, the officer presiding thereat shall
     have power to adjourn the meeting from time to time until a quorum shall be
     present. Notice of any adjourned meeting other than announcement at the
     meeting shall not be required to be given, except as provided in paragraph
     (d) below and except where expressly required by law.

          (c) At any adjourned meeting at which a quorum shall be present, any
     business may be transacted which might have been transacted at the meeting
     originally called, but only those stockholders entitled to vote at the
     meeting as originally noticed shall be entitled to vote at any adjournment
     or adjournments thereof, unless a new record date is fixed by the Board of
     Directors.

          (d)  If an adjournment is for more than thirty days, or if after the
     adjournment a new record date is fixed for the adjourned meeting, a notice
     of the adjourned meeting shall be given to each stockholder of record
     entitled to vote at the adjourned meeting.

     Section 6.  Chairman and Secretary of Meeting. The Chairman, or in his
absence, the Vice Chairman, or in his absence, the President, or in his absence,
any Vice President, shall preside at meetings of the stockholders. The Secretary
shall act as secretary of the meeting, or in his absence an Assistant Secretary
shall act, or if neither is present, then the presiding officer shall appoint a
person to act as secretary of the meeting.

     Section 7.  Voting by Stockholders. Except as may be otherwise provided by
the Certificate of Incorporation or by these By-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation on the record date
for the meeting. All elections and questions shall be decided by the vote of a
majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Delaware, the Certificate of Incorporation or these
By-laws.

     Section 8.  Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.


                                      -2-

          Section 9. List of Stockholders.

          (a) At least ten days before every meeting of stockholders, the
     Secretary shall prepare or cause to be prepared a complete list of the
     stockholders entitled to vote at the meeting, arranged in alphabetical
     order and showing the address of each stockholder and the number of shares
     registered in the name of each stockholder.

          (b) During ordinary business hours, for a period of at least ten days
     prior to the meeting, such list shall be open to examination by any
     stockholder for any purpose germane to the meeting, either at a place
     within the city where the meeting is to be held, which place shall be
     specified in the notice of the meeting, or if not so specified, at the
     place where the meeting is to be held.

          (c) The list shall also be produced and kept at the time and place of
     the meeting during the whole time of the meeting, and it may be inspected
     by any stockholder who is present.

          (d) The stock ledger shall be the only evidence as to who are the
     stockholders entitled to examine the stock ledger, the list required by
     this Section or the books of the Corporation, or to vote in person or by
     proxy at any meeting of stockholders.


                                   ARTICLE II

                                   DIRECTORS

     Section 1. Powers of Directors. The property, business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
the powers of the Corporation except such as are by the laws of Delaware or the
Certificate of Incorporation or these By-laws required to be exercised or done
by the stockholders.

     Section 2. Number, Method of Election, Terms of Office of Directors. The
number of Directors which shall constitute the whole Board of Directors shall
be such as from time to time shall be determined by resolution of the Board of
Directors, but the number shall not be less than one provided that the tenure
of a Director shall not be affected by any decrease in the number of Directors
so made by the Board. Each Director shall hold office until his successor is
elected and qualified, provided however that a Director may resign at any time.

     Section 3. Vacancies on Board of Directors.

          (a) Any Director may resign his office at any time by delivering his
     resignation in writing to the Chairman or the President or the Secretary.
     It will take effect at the time specified therein, or if no time is
     specified, it will be effective at the time of its receipt by the


                                      -3-

     Corporation. The acceptance of a resignation shall not be necessary to make
     it effective, unless expressly so provided in the resignation.

          (b)  Any vacancy or newly created Directorship resulting from any
     increase in the authorized number of Directors may be filled by vote of a
     majority of the Directors then in office, though less than a quorum, and
     any Director so chosen shall hold office until the next annual election of
     Directors by the stockholders and until his successor is duly elected and
     qualified, or until his earlier resignation or removal.

     Section 4.     Meetings of the Board of Directors.

          (a)  The Board of Directors may hold their meetings, both regular and
     special, either within or outside the State of Delaware.

          (b)  Regular meetings of the Board of Directors may be held without
     notice at such time and place as shall from time to time be determined by
     resolution of the Board of Directors.

          (c)  The first meeting of each newly elected Board of Directors except
     the initial Board of Directors shall be held as soon as practicable after
     the Annual Meeting of the stockholders for the election of officers and the
     transaction of such other business as may come before it.

          (d)  Special meetings of the Board of Directors shall be held whenever
     called by direction of the Chairman or the President or at the request of
     Directors constituting one-third of the number of Directors then in office,
     but not less than two Directors.

          (e)  The Secretary shall give notice to each Director of any meeting
     of the Board of Directors by mailing the same at least two days before the
     meeting or by telegraphing or delivering the same not later than the day
     before the meeting. Such notice need not include a statement of the
     business to be transacted at, or the purpose of, any such meeting. Any and
     all business may be transacted at any meeting of the Board of Directors. No
     notice of any adjourned meeting need be given. No notice to or waiver by
     any Director shall be required with respect to any meeting at which the
     Director is present.

     Section 5.     Quorum and Action. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business; but if
there shall be less than a quorum at any meeting of the Board, a majority of
those present may adjourn the meeting from time to time. Unless otherwise
provided by the laws of Delaware, the Certificate of Incorporation or these
By-laws, the act of a majority of the Directors present at any meeting at which
a quorum is present shall be the act of the Board of Directors.


                                      -4-

     Section 6.  Presiding Officer and Secretary of Meeting. The Chairman or, in
his absence, a member of the Board of Directors selected by the members present,
shall preside at meetings of the Board. The Secretary shall act as secretary of
the meeting, but in his absence the presiding officers shall appoint a secretary
of the meeting.

     Section 7.  Action by Consent Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.

     Section 8.  Executive Committee.  The Board of Directors may appoint from
among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may by resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice Chairman of the
Board, who shall be the presiding officer of the Committee. During the intervals
between the meetings of the Board, the Executive Committee shall possess and may
exercise all of the powers of the Board in the management of the business and
affairs of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the same to the
Board. A majority of the members of the Committee shall constitute a quorum. The
act of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.

     Section 9.  Other Committees. The Board of Directors may also appoint from
among its members such other committees of two or more Directors as it may from
time to time deem desirable, and may delegate to such committees such powers of
the Board as it may consider appropriate.

     Section 10.  Compensation of Directors. Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.

                                   ARTICLE III

                                    OFFICERS

     Section 1.  Executive Officers of the Corporation. The executive officers
of the Corporation shall be chosen by the Board of Directors and shall be a
President, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and
Assistant Treasurers. The Board of Directors also may appoint a Chairman of the
Board and a Vice Chairman of the Board. Any two offices except those of Chairman
of the Board and Vice Chairman of the Board, President and Vice President, or

                                      -5-

President and Secretary may be filled by the same person. None of the officers
need be a member of the Board except the Chairman of the Board and the Vice
Chairman of the Board.

     Section 2.   Choosing of Executive Officers. The Board of Directors at its
first meeting after each Annual Meeting of Stockholders shall choose a
President, a Secretary and a Treasurer.

     Section 3.   Additional Officers. The Board of Directors may appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

     Section 4.   Salaries. The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.

     Section 5.   Term, Removal and Vacancies. The officers of the Corporation
shall hold office until their respective successors are chosen and qualify. Any
officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

     Section 6.   Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the stockholders.
He shall be the Chief Executive Officer of the Company, unless the Board has
designated the President as the Chief Executive Officer. In the absence or
disability of the Chairman of the Board: (a) the Vice Chairman of the Board
shall preside at all meetings of the Board of Directors and of the stockholders,
and (b) the powers and duties of the Chairman of the Board shall be exercised
jointly by the Vice Chairman of the Board and the President until such authority
is altered by action of the Board of Directors. The Chairman of the Board shall
present to the Annual Meeting of Stockholders a report of the business of the
preceding fiscal year.

     Section 7.   Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall have such powers and perform such duties as are provided in these
By-laws or as may be delegated to him by the Chairman of the Board, and shall
perform such other duties as may from time to time be assigned to him by the
Board of Directors.

     Section 8.   President. The President shall have such powers and perform
such duties as are provided in these By-laws or as may be delegated to him by
the Board of Directors or the Chairman of the Board. If there is no Chairman of
the Board, the President shall be the Chief Executive Officer of the Corporation
and shall have all the duties and responsibilities previously enumerated for the
Chairman of the Board. In the absence of the Chairman of the Board and the Vice
Chairman of the Board, the President shall preside at all meetings of the
stockholders.

     Section 9.   Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Company and shall exercise


                                      -6-

and perform all the duties incident to the office of the Chief Executive
Officer. He shall have direct supervision of the other officers and shall also
exercise and perform such powers and duties as may be assigned to him by the
Board of Directors.

     Section 10.  Powers and Duties of Vice Presidents.  Any Vice President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. Each Vice President shall have such other powers
and shall perform such other duties as may be assigned to him by the Board.

     Section 11.  Powers and Duties of Treasurer and Assistant Treasurers.

          (a) The Treasurer shall have the care and custody of all the funds and
     securities of the Corporation except as may be otherwise ordered by the
     Board of Directors, and shall cause such funds to be deposited to the
     credit of the Corporation in such banks or depositories as may be
     designated by the Board of Directors, the Chairman, the President or the
     Treasurer, and shall cause such securities to be placed in safekeeping in
     such manner as may be designated by the Board of Directors, the Chairman,
     the President or the Treasurer.

          (b) The Treasurer, or an Assistant Treasurer, or such other person or
     persons as may be designated for such purpose by the Board of Directors,
     the Chairman, the President or the Treasurer, may endorse in the name and
     on behalf of the Corporation all instruments for the payment of money,
     bills of lading, warehouse receipts, insurance policies and other
     commercial documents requiring such endorsement.

          (c) The Treasurer, or an Assistant Treasurer, or such other person or
     persons as may be designated for such purpose by the Board of Directors,
     the Chairman, the President or the Treasurer, may sign all receipts and
     vouchers for payments made to the Corporation; he shall render a statement
     of the cash account of the Corporation to the Board of Directors as often
     as it shall require the same; he shall enter regularly in books to be kept
     by him for that purpose full and accurate accounts of all moneys received
     and paid by him on account of the Corporation and of all securities
     received and delivered by the Corporation.

          (d) Each Assistant Treasurer shall perform such duties as may from
     time to time be assigned to him by the Treasurer or by the Board of
     Directors. In the event of the absence of the Treasurer or his incapacity
     or inability to act, then any Assistant Treasurer may perform any of the
     duties and may exercise any of the powers of the Treasurer.

     Section 12.  Powers and Duties of Secretary and Assistant Secretaries.

          (a) The Secretary shall attend all meetings of the Board, all meetings
     of the stockholders, and shall keep the minutes of all proceedings of the
     stockholders and the Board of Directors in proper books provided for that
     purpose. The Secretary shall attend to the

                                      -7-




giving and serving of all notices of the Corporation in accordance with the
provisions of the By-laws and as required by the laws of Delaware. The Secretary
may, with the President, a Vice President or other authorized officer, sign all
contracts and other documents in the name of the Corporation. He shall perform
such other duties as may be prescribed in these By-laws or assigned to him and
all other acts incident to the position of Secretary.

     (b)  Each Assistant Secretary shall perform such duties as may from time to
time be assigned to him by the Secretary or by the Board of Directors. In the
event of the absence of the Secretary or his incapacity or inability to act,
then any Assistant Secretary may perform any of the duties and may exercise any
of the powers of the Secretary.

     (c)  In no case shall the Secretary or any Assistant Secretary, without the
express authorization and direction of the Board of Directors, have any
responsibility for, or any duty or authority with respect to, the withholding or
payment of any federal, state or local taxes of the Corporation, or the
preparation or filing of any tax return.

                                   ARTICLE IV

                                 CAPITAL STOCK

Section 1.     Stock Certificates.

     (a)  Every holder of stock in the Corporation shall be entitled to have a
certificate signed in the name of the Corporation by the Chairman or the
President or the Vice Chairman or a Vice President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the
number of shares owned by him.

     (b)  If such a certificate is countersigned by a transfer agent other than
the Corporation or its employee, or by a registrar other than the Corporation or
its employee, the signatures of the officers of the Corporation may be
facsimiles and, if permitted by Delaware law, any other signature on the
certificate may be a facsimile.

     (c)  In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.

     (d)  Certificates of stock shall be issued in such form not inconsistent
with the Certificate of Incorporation as shall be approved by the Board of
Directors. They shall be numbered and registered in the order in which they are
issued. No certificate shall be issued until fully paid.

                                      -8-

     Section 2.     Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Delaware.

     Section 3.     Transfer of Record Ownership. Transfers of stock shall be
made on the books of the Corporation only by direction of the person named in
the certificate or his attorney, lawfully constituted in writing, and only
upon the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby. Whenever any transfer of stock shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.

     Section 4.     Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time
may authorize.

     Section 5.     Transfer Agent, Registrar, Rules Respecting Certificates.
The Corporation shall maintain one or more transfer offices or agencies where
stock of the Corporation shall be transferable. The Corporation shall also
maintain one or more registry offices where such stock shall be registered. The
Board of Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.

     Section 6.     Fixing Record Date for Determination of Stockholders of
Record. The Board of Directors may fix in advance a date as the record date for
the purpose of determining the stockholders entitled to notice of, or to vote
at, any meeting of the stockholders or any adjournment thereof, or the
stockholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or to express consent to
corporate action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful action.
Such record date in any case shall not be more than sixty days nor less than
ten days before the date of a meeting of the stockholders, nor more than sixty
days prior to any other action requiring such determination of the
stockholders. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.



                                      -9-

                                   ARTICLE V

                       SECURITIES HELD BY THE CORPORATION

     Section 1.  Voting.  Unless the Board of Directors shall otherwise order,
the Chairman, the Vice Chairman, the President, any Vice President or the
Treasurer shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of the stockholders of any corporation in
which the Corporation may hold stock and at such meeting to exercise any or all
rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to
act as aforesaid. The Board of Directors from time to time may confer like
powers upon any other person or persons.

     Section 2.  General Authorization to Transfer Securities Held by the
Corporation.

          (a)  Any of the following officers, to-wit: the Chairman, the
     President, any Vice President, the Treasurer or the Secretary of the
     Corporation shall be and are hereby authorized and empowered to transfer,
     convert, endorse, sell, assign, set over and deliver any and all shares of
     stock, bonds, debentures, notes, subscription warrants, stock purchase
     warrants, evidences of indebtedness, or other securities now or hereafter
     standing in the name of or owned by the Corporation, and to make, execute
     and deliver under the seal of the Corporation any and all written
     instruments of assignment and transfer necessary or proper to effectuate
     the authority hereby conferred.

          (b)  Whenever there shall be annexed to any instrument of assignment
     and transfer executed, pursuant to and in accordance with the foregoing
     paragraph (a), a certificate of the Secretary or an Assistant Secretary of
     the Corporation in office at the date of such certificate setting forth the
     provisions hereof and stating that they are in full force and effect and
     setting forth the names of persons who are then officers of the
     Corporation, then all persons to whom such instrument and annexed
     certificate shall thereafter come shall be entitled, without further
     inquiry or investigation and regardless of the date of such certificate, to
     assume and to act in reliance upon the assumption that the shares of stock
     or other securities named in such instrument were theretofore duly and
     properly transferred, endorsed, sold, assigned, set over and delivered by
     the Corporation, and that with respect to such securities the authority of
     these provisions of the By-laws and of such officers is still in full force
     and effect.

                                   ARTICLE VI

                                   DIVIDENDS

     Section 1.  Declaration of Dividends.  Dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation.

                                      -10-

     Section 2.     Payment and Reserves. Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Directors shall think conducive
to the interest of the Corporation, and the directors may modify or abolish any
such reserves in the manner in which they were created.

     Section 3.     Record Date. The Board of Directors may, to the extent
provided by law, prescribe a period, in no event in excess of sixty (60) days,
prior to the date for payment of any dividend, as a record date for the
determination of stockholders entitled to receive payment of any such dividend,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on said date so fixed shall be entitled to receive
payment of such dividend, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

                                  ARTICLE VII

                               GENERAL PROVISIONS

     Section 1.     Signatures of Officers. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.

     Section 2.     Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     Section 3.     Seal. Upon resolution of the Board of Directors, the
Corporation may elect to have a corporate seal. In such event, the corporate
seal shall have inscribed thereon the name of the Corporation, the year of its
incorporation and the words "Corporate Seal, Delaware". Said seal may be used
for causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.


                                      -11-

                                  ARTICLE VIII

                      WAIVER OF OR DISPENSING WITH NOTICE

     Whenever any notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws
of Delaware, the Certificate of Incorporation or these By-laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the holding thereof, or actual attendance at the
meeting in person, or in the case of the stockholders, by his attorney-in-fact,
shall be deemed equivalent to the giving of such notice to such persons. No
notice need be given to any person with whom communication is made unlawful by
any law of the United States or any rule, regulation, proclamation or executive
order issued under any such law.


                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

     These By-laws, or any of them, may from time to time be supplemented,
amended or repealed by the Board of Directors, or by the vote of a majority in
interest of the stockholders represented and entitled to vote at any meeting at
which a quorum is present.


                                      -12-

EX-3.85

                                                                    Exhibit 3.85

Filing Fee $30.00

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS


                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                        PROVIDENCE FITNESS CENTERS, INC.
               -------------------------------------------------

     Pursuant to the provisions of Section 7-1.1-56 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

     FIRST: The name of the corporation is Providence Fitness Centers, Inc.

     SECOND: The shareholders of the corporation on April 30, 1987, in the
manner prescribed by Chapter 7-1.1 of the General Laws, 1956, as amended,
adopted the following amendment(s) to the Articles of Incorporation:

                             [Insert Amendment(s)]

     See attached Exhibit "A".



     THIRD: The number of shares of the corporation outstanding at the time of
such adoption was    800  ; and the number of shares entitled to vote thereon
                 ---------
was      800    .
   -------------

     FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: (if inapplicable, insert
"none")




          Class                                      Number of Shares
        --------                                  ---------------------
                                               
         None



     FIFTH: The number of shares voted for such amendment was     800         ;
                                                              ----------------
and the number of shares voted against such amendment was         800         .
                                                          --------------------

     SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: (if
inapplicable, insert "none")




                                                      Number of Shares Voted
                                                   ----------------------------
          Class                                      For              Against
        --------                                   ------            --------
                                               
         None


     SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows: (If no change, so state)

               No change.

     EIGHTH: The manner is which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: (If no change, so state)

               No change.


Dated         May 1, 1987                PROVIDENCE FITNESS CENTERS, INC.
     --------------    --             -------------------------------------

                                    By    /s/  H. Robert Joche
                                         ---------------------------------------
                                             Its Vice President, H. Robert Joche
                                                 --------------
                                     and  /s/  Michael L. Skla
                                         ---------------------------------------
                                           Its Ass't Secretary, Michael L. Skla
                                               ---------------

                                   EXHIBIT A

     RESOLVED, that the Articles of Incorporation of the corporation shall be
amended to provide for the issuance of Preferred Stock as follows:

     "FOURTH:

     A.   CAPITAL STOCK

     The aggregate number of shares which this corporation shall have the
authority to issue is 21,000. The Corporation shall have the authority to issue
shares of Common Stock and Preferred Stock, the maximum number and par value of
each to be as follows:

     a.   20,000 number of shares of $100.00 par value Preferred Stock; and

     b.   1,000 shares of $1.00 par value Common Stock.

     B.   Preferences, Limitations and Relative Rights of Shares of
     Preferred Stock.

     1.   ISSUANCE OF PREFERRED SHARES. The aggregate number of Preferred Stock
which the corporation may have authority to issue shall be 20,000 shares having
a par value of One Hundred Dollars ($100.00) per share.

     2.   NO VOTING RIGHTS. No voting rights shall attach to the shares of
Preferred Stock.

     3.   DIVIDENDS. Each holder of shares of Preferred Stock shall be entitled
to receive for each fiscal year of the corporation preferential dividends,
payable either in cash or property, out of any assets of the corporation
available for dividends pursuant to the Rhode Island Business Corporation Act,
at a rate equal to 13-1/2% per annum. Each holder of Preferred Stock shall be
entitled to receive the dividends stated above and no more, which dividends
shall be payable annually, semi-annually, or quarterly on such dates as may be
determined by the Board of Directors in its sole discretion. Dividends on each
share of Preferred Stock shall accumulate from the date of issue of such share,
from year to year, until paid so that, as long as any shares of preferred stock
are outstanding, if at any time all dividends on the Preferred Stock for all
prior dividend periods shall not have been paid, or if all dividends on the
Preferred Stock for the then current dividend period shall not have been paid
or shall not have been declared with the sum sufficient for the payment thereof
set apart, whether or not there shall be assets of the corporation

available for payment of such dividends under the laws of the State of Rhode
Island then:

     (i)  No dividends shall be declared or paid on any other distribution
          ordered or made upon the Common Stock other than dividends payable
          solely in Common Stock; and

     (ii) No shares of Common Stock of this corporation shall be redeemed,
          purchased or acquired by this corporation or any subsidiary of this
          corporation.

     4. UPON LIQUIDATION, DISSOLUTION, MERGER OR REORGANIZATION. In the event
of any voluntary or involuntary liquidation, dissolution or winding up of this
corporation, the holders of record of the outstanding shares of Preferred Stock
shall be entitled to be paid One Hundred Dollars ($100.00) for each share of
Preferred Stock, plus accumulated dividends thereon up to the date of such
liquidation, dissolution, or winding up of this corporation, whether or not this
corporation shall have a surplus or earnings available for dividends, and no
more. After payment to the holders of the shares of Preferred Stock of the
amount payable to them as above set forth, the remaining assets of this
corporation shall be payable to and distributed ratably among the holders of
record of the shares of Common Stock. If, upon such liquidation, dissolution,
or winding up, the assets of the corporation distributable to the holdings of
shares of Preferred Stock shall be insufficient to permit the payment to them
of the entire amount to which they are entitled to hereunder, the entire assets
of this corporation shall be distributed ratably among the holders of the
shares of Preferred Stock.

     In the event of any merger or consolidation of this corporation in which
this corporation shall not be the surviving entity, or in the event of any
recapitalization or reorganization of this corporation, any such transaction
must be structured so that the fair market value of the consideration
receivable in such transaction by or allocable to the holders of the Preferred
Stock shall be equal to the liquidation preference of the Preferred Stock
determined in accordance with the preceding paragraph.

     5. REDEMPTION. Preferred Stock may be redeemed or purchased for redemption
by this corporation in accordance with the following plan. Unless specifically
prohibited by the Rhode Island Business Corporation Act, Preferred Stock may be
redeemed at any time at the option of the Board of Directors. In case less than
all of the outstanding shares of Preferred Stock are to be redeemed, the Board
of Directors shall determine the number of shares to be redeemed and the holder
or holders whose shares are to be redeemed. Notice of such

redemption shall be mailed to such holder or holders at the address shown on the
books of the corporation at least thirty (30) prior to the date fixed for
redemption in such notice. The redemption price payable by the corporation shall
be One Hundred Dollars ($100.00) per share plus any and all declared or
accumulated or unpaid dividends on the date of such redemption and such
redemption price shall be paid by the corporation to such holder or holders on
the redemption date set forth in the notice of redemption. From and after the
date fixed in any such notice as the date for redemption, no further dividends
shall be declared or paid on the shares so called for redemption and all rights
of the holder or holders thereof as stockholders of the corporation shall cease
and terminate, except their right to receive the amount payable on such
redemption, unless the corporation shall fail to pay the redemption price on the
date fixed for redemption. The corporation may, at any time and unless
specifically prohibited by the Rhode Island Business Corporation Act, purchase
for retirement from one or more holders thereof is determined by the Board of
Directors of the corporation any or all of the shares of outstanding Preferred
Stock at a price not to exceed the redemption price stated above. All shares
redeemed or purchased may be either cancelled and retired or held by the
corporation as treasury shares.

          FIFTH:

          NO PREEMPTIVE RIGHTS.  No preferred stockholders of this corporation
shall, because his or its ownership of Preferred Stock have any preemptive or
other right to purchase, subscribe for or take any part, pro rata or otherwise,
of any securities, equity, debt or otherwise, or options, rights or warrants to
purchase any such securities issued or sold by this corporation, whether for
cash or for property, and whether or not hereafter authorized."




STATE OF ILLINOIS        )
                         ) SC.
COUNTY OF COOK           )

     At 8700 W. Bryn Mawr in said county of this 1st day of May, 1987,
personally appeared before me H. Robert Jochem, who, being by me first duly
sworn, declared that he is the Vice President of Providence Fitness Centers,
Inc. that he signed the foregoing document as Vice President of the
corporation, and that the statements therein contained are true.


                                            /s/      Patricia Ann Stanis
                                            ------------------------------------
                                                       Notary Public


(NOTARIAL SEAL)

                State of Rhode Island and Providence Plantations
                              BUSINESS CORPORATION
                                    --------
                  DUPLICATE ORIGINAL ARTICLES OF INCORPORATION
                                    --------

     The undersigned acting as incorporator(s) of a corporation under Chapter
7-1.1 of the General Laws, 1956, as amended, adopt(s) the following Articles of
Incorporation for such corporation:
     FIRST:  The name of the corporation is Providence Fitness Centers, Inc.

     SECOND:  The period of its duration is (if perpetual, so state) perpetual

     THIRD:  The purpose or purposes for which the corporation is organized are:
               to own and operate health club facilities.


     The corporation shall have power: (See Section 7-1.1-4 of the General Laws,
1956, as amended.)

     (a) To have a perpetual succession by its corporate name unless a limited
period of duration is stated in its articles of incorporation.

     (b) To sue and be sued, complain and defend, in its corporate name.

     (c) To have a corporate seal which may be altered at pleasure, and to use
the same by causing it, or a facsimile thereof, to be impressed or affixed or in
any other manner reproduced.

     (d) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use and otherwise deal in and with, real or personal property, or any
interest therein, wherever situated.

     (e) To sell, convey, mortgage, pledge, lease, exchange, transfer and
otherwise dispose of all or any part of its property and assets.

     (f) To lend money and to use its credit to assist its employees.

     (g) To purchase, take, receive, subscribe for, or otherwise acquire, own,
hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of,
and otherwise use and deal in and with, shares or other interests in, or
obligations of, other domestic or foreign corporations, associations,
partnerships or individuals, or direct or indirect obligations of the United
States or of any other government, state, territory, governmental district or
municipality or of any instrumentality thereof.

     (h) To make contracts and guarantees and incur liabilities, borrow money at
such rates of interest as the corporation may determine, issue its notes, bonds,
and other obligations, and secure any of its obligations by mortgage or pledge
of all or any of its property, franchises, and income.

     (i) To lend money for its corporate purposes, invest and reinvest its
funds, and take and hold real and personal property as security for the payment
of funds so loaned or invested.

     (j) To conduct its business, carry on its operations, and have offices and
exercise the powers granted by this chapter, within or without this state.

     (k) To elect or appoint officers and agents of the corporation, and define
their duties and fix their compensation.

     (l) To make and alter by-laws, not inconsistent with its articles of
incorporation or with the laws of this state, for the administration and
regulation of the affairs of the corporation.

     (m) To make donations for the public welfare or for charitable, scientific
or educational purposes.

     (n) To transect any lawful business which the board of directors shall find
will be in aid of governmental authority.

     (o) To pay pensions and establish pension plans, pension trusts,
profit-sharing plans, stock bonus plans, stock option plans and other incentive
plans for any or all of its directors, officers and employees.

     (p) To provide insurance for its benefit on the life of any of its
directors, officers, or employees, or on the life of any stockholder for the
purpose of acquiring at his death shares of its stock owned by such
stockholder.

     (q) To be a promoter, partner, member, associate, or manager of any
partnership, enterprise or venture.

     (r) To have and exercise all powers necessary or convenient to effect its
purposes.

                                                                          (OVER)

                                      -1-

     SIXTH. Provisions (if any) for the regulation of the internal affairs of
the corporation:

               None


     SEVENTH. The address of the initial registered office of the corporation
is 111 WESTMINSTER STREET, PROVIDENCE, RHODE ISLAND 02903 (add Zip Code) and
the name of its initial registered agent at such address is:

                             C T CORPORATION SYSTEM

     EIGHTH. The number of directors constituting the initial board of
directors of the corporation is Seven (7) and the names and addresses of the
persons who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and shall qualify are:

     (If this is a close corporation pursuant to Section 7-1.1-51 of the
General Laws, 1956, as amended, state the name(s) and address(es) of the
officers of the corporation.) (NOT APPLICABLE)

     Name                                    Address
Jerome B. Kahn                415 W. Court Street, Flint, MI 48503
John Cipolla                  342 N. Main Street, West Hartford, CN 06117
Daniel Witaker                342 N. Main Street, West Hartford, CN 06117
Donahue L. Wildman            230 W. Monroe Street, Chicago, IL 60606
Jack L. Clark                 7880 Avenida Kirjah, La Jolla, CA 92037
Roy Zurkowski                 451 Goodhue, Bloomfield Hills, MI 48013
H. Robert Jochem              300 E. Joppa Road, Towson, MD 21204

     NINTH. The name and address of each incorporator is:

     Name                                    Address
H. Robert Jochem              300 East Joppa Road, Towson, MD 21204


     TENTH. Date when corporate existence to begin (not more than 30 days after
filing of these articles of incorporation):

                         upon incorporation date

     Dated November 15, 1982
                         /s/ H. Robert Jochem
                         H. ROBERT JOCHEM



                                      -3-



STATE OF ILLINOIS        )         City           )
                         )         In the         )    of Chicago
COUNTY OF COOK           )         Town           )

in said county this 15th day of November, A.D. 1982 then personally appeared
before me H. Robert Jochem each and all known to me and known by me to be the
parties executing the foregoing instrument, and they severally acknowledged
said instrument by them subscribed to be their free act and deed.

                                                   /s/    Marjorie W. DuBroff
                                                --------------------------------
                                                           Notary Public


                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                        OFFICE OF THE SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION

                                       OF

                        Providence Fitness Centers, Inc.
I, ELIZABETH S. HAMILTON, Deputy Secretary of State hereby certify that
duplicate originals of Articles of Incorporation for the incorporation of
Providence Fitness Centers, Inc. duly signed and verified pursuant to the
provisions of Chapter 7-1.1 of the General Laws, 1956, as amended, have been
received in this office and are found to conform to law, and that the foregoing
is a duplicate original of the Articles of Incorporation.

                                    WITNESS my hand and the seal of the State of
                                                    Rhode Island this nineteenth
                                                           day of November, 1982
[Rhode Island Providence Plantations Seal]
                                                       /s/ Elizabeth S. Hamilton
                                                      --------------------------
                                                       Deputy Secretary of State



     FOURTH. The aggregate number of shares which the corporation shall have
authority to issue is:

     (a)  IF ONLY ONE CLASS:   Total number of shares   1,000
                                                       ----------
               (If the authorized shares are to consist of one class only, state
          the par value of such shares or a statement that all of such shares
          are to be without par value.)


          $1.00 Par Value



                                       or

     (b)  IF MORE THAN ONE CLASS:   Total number of shares     N/A
                                                             ----------
               (State (A) the number of the shares of each class thereof that
          are to have a par value and the par value of each share of each such
          class, and/or (B) the number of such shares that are to be without par
          value, and (C) a statement of all or any of the designations and the
          powers, preferences and rights, including voting rights, and the
          qualifications, limitations or restrictions thereof, which are
          permitted by the provisions of title 7 of the General Laws in respect
          of any class or classes of stock of the corporation and the fixing of
          which by the articles of association is desired, and an express grant
          of such authority as it may then be desired to grant to the board of
          directors to fix by vote or votes any thereof that may be desired but
          which shall not be fixed by the articles.)









     FIFTH. Provisions (if any) dealing with the preemptive right of
shareholders pursuant to Section 7-1.1-24 of the General Laws, 1956, as amended:

                                      None

EX-3.86

                                                                    Exhibit 3.86

                        PROVIDENCE FITNESS CENTERS, INC.

                                   * * * * *

                                 B Y - L A W S

                                   * * * * *

                                   ARTICLE I

                                    OFFICES

     Section 1.     The registered office of the corporation shall be located
in the City of Providence, State of Rhode Island.

     Section 2.     The corporation may also have offices at such other places
both within and without the State of Rhode Island as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                        ANNUAL MEETINGS OF SHAREHOLDERS

     "Section 1.    All meetings of shareholders for the election of directors
shall be held either within or outside the state of Rhode Island, at such place
as may be fixed from time to time by the board of directors."

     "Section 2.    The annual meeting of stockholders, commencing with the
year 1994, shall be held during the third week of January at a date and time to
be determined by the board of directors, and if a legal holiday, then on the
next secular day following, when they shall elect a board of directors, and
transact such other business as may properly be brought before the meeting."

of September in each year if not a legal holiday, and if a legal holiday, then
on the secular day following, at 10:00 A. M., when they shall elect a board of
directors, and transact such other business as may properly be brought before
the meeting.

          Section 3.  Written notice of the annual meeting stating the place,
day and hour of the meeting shall be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.


                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

          Section 1.  Special meetings of shareholders, for any purpose or
purposes, other than those regulated by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting.

          Section 2.  Written notice of a special meeting of shareholders
stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, the


secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting.

     Section 3. Business transacted at all special meetings shall be limited to
the purpose stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1.  The holders of a majority of the shares issued and outstanding
and entitled to vote present in person, or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute, or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.

     Section 2.  If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless

the vote of a greater number of shares of stock is required by law or the
articles of incorporation.

     Section 3. Each outstanding share of stock having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE V

                                   DIRECTORS

     Section 1. The number of directors shall be seven (7). Directors need not
be residents of the State of Rhode Island nor shareholders of the corporation.
The directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until the
first annual meeting of shareholders.

     Section 2. Any vacancy occurring in the board of directors may be filled
by the affirmative vote of a


majority of the remaining directors though less than a quorum of the board of
directors. A director elected to fill a vacancy shall be elected for the
unexpired portion of the term of his predecessor in office.

     Any directorship to be filled by reason of an increase in the number of
directors may be filled by the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present. A director elected to fill a
newly created directorship shall serve until the next succeeding annual meeting
of shareholders.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
Rhode Island, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of Rhode Island.

     Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place
and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the
president on five (5) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

     Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the

meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

     Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by statute or by the
articles of incorporation. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.


                                  ARTICLE VII

                              EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate two or
more

directors to constitute an executive committee, which committee, to the extent
provided in such resolution, shall have and exercise all of the authority of
the board of directors in the management of the corporation, except as otherwise
required by law. Vacancies in the membership of the committee shall be filled
by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.

                                  ARTICLE VIII

                                    NOTICES

     Section 1.  Whenever, under the provisions of the statutes or of the
articles of incorporation or of the by-laws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at
the time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.

     Section 2.  Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the


person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, one or more vice-presidents, a
secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors


may be removed at any time by the affirmative vote of a majority of the board
of directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

                                 THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted
by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.

                              THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other

duties and have such other powers as the board of directors may from time to
time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

          Section 9.  The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

          Section 10.  The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such



other duties and have such other powers as the board of directors may from time
to time prescribe.


                     THE TREASURER AND ASSISTANT TREASURERS

          Section 11.  The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

          Section 12.  He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

          Section 13.  If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.


     Section 14. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.


                                   ARTICLE X

                            CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class
there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and

determine the relative rights and preferences of subsequent series.

     Section 2. Any or all of the signatures of the officers of the corporation
upon a certificate may be facsimile.

     In case any officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same
effects as if he were such officer at the date of this issue.

                               LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect

to the certificate or certificates alleged to have been lost or destroyed.

                               TRANSFERS OF STOCK

     Section 4.  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                           CLOSING OF TRANSFER BOOKS

     Section 5.  For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing
the stock transfer books, the board of directors may fix in advance as the
record date for any such determination


of shareholders, such date in any case to be not more than sixty days and, in
case of a meeting of shareholders, not less than ten days prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors declaring such dividend is adopted,
as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                            REGISTERED SHAREHOLDERS

     Section 6.  The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as expressly provided by the laws
of Rhode Island.


                              LIST OF SHAREHOLDERS

          Section 7.  The officer or agent having charge of the transfer books
for shares shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.

          Section 8.  Before payment of any dividend or making any distribution
of profits, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors



may modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     Section 9.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                  FISCAL YEAR

     Section 10.  The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

     Section 11.  The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Rhode Island". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XI
                                   AMENDMENTS

     Section 1.  These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board.


     We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

     We do hereby approve and authorize this Corporation to issue a certificate
for eight hundred (800) shares of its $1.00 par value common stock to Rhode
Island Holding Company in exchange for the sum of $800.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for two hundred (200) shares of its $1.00 par value common stock to Joseph
Miltimore in exchange for the sum of $200.00.

     Pursuant to Article X of the By-Laws of the corporation we direct that the
fiscal year end of the corporation shall be July 31st.

     We do hereby designate the ____________________________ Bank as a
depository for the funds of this Corporation, direct that the appropriate
resolutions be executed by the Secretary of the Corporation and a copy of said
resolutions be retained as part of the corporate records.

     We do hereby approve the form of certificate representing shares of the
corporation.


     We authorize the Treasurer of the Corporation, as, if and when they have
paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.

                                   /s/ Donahue L. Wildman
                                   -----------------------------
                                   DONAHUE L. WILDMAN


                                   /s/ Jack L. Clark
                                   -----------------------------
                                   JACK L. CLARK


                                   /s/ Roy Zurkowski
                                   -----------------------------
                                   ROY ZURKOWSKI

                                   /s/ H. Robert Jochem
                                   -----------------------------
                                   H. ROBERT JOCHEM

                                   /s/ Jerome B. Kahn
                                   -----------------------------
                                   JEROME B. KAHN


                                   /s/ John Cipolla
                                   -----------------------------
                                   JOHN CIPOLLA


                                   /s/ Joseph Miltimore
                                   -----------------------------
                                   JOSEPH MILTIMORE

                                   BEING ALL OF THE DIRECTORS OF SAID
                                   CORPORATION.

DATED:  February 13, 1983.

EX-3.87

                                                                    Exhibit 3.87

Filing Fee $30.00

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS


                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                          RHODE ISLAND HOLDING COMPANY
                ------------------------------------------------

     Pursuant to the provisions of Section 7-1.1-56 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

     FIRST: The name of the corporation is RHODE ISLAND HOLDING COMPANY
                                           ----------------------------
- --------------------------------------------------------------------------------

     SECOND: The shareholders of the corporation on April 30, 1987, in the
manner prescribed by Chapter 7-1.1 of the General Laws, 1956, as amended,
adopted the following amendment(s) to the Articles of Incorporation:

                             [Insert Amendment(s)]



     See attached Exhibit "A"




     THIRD:     The number of shares of the corporation outstanding at the time
of such adoption was 1,000; and the number of shares entitled to vote thereon
was 1,000

     FOURTH:   The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: (if inapplicable, insert
"none")

               CLASS                         NUMBER OF SHARES
               -----                         ----------------
               none

     FIFTH:    The number of shares voted for such amendment was 1,000; and the
number of shares voted against such amendment was -0-.

     SIXTH:    The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: (if
inapplicable, insert "none")

                                          NUMBER OF SHARES VOTED
                                          ----------------------
               CLASS                         For       Against
               -----                      ---------   ----------
               none

     SEVENTH:  The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows: (If no change, so state)

               No change.

     EIGHTH:   The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: (If no change, so state)

               No change.


Dated May 1, 1987             RHODE ISLAND HOLDING COMPANY
                              By      /s/ H. Robert Jochem
                              ------------------------------------------
                                   Its Vice President, H. Robert Jochem

                              and     /s/ Michael L. Sklar
                              ------------------------------------------
                                   Its Ass't Secretary, Michael L. Sklar

                                   EXHIBIT A

     RESOLVED, that the Articles of Incorporation of the corporation shall be
amended to provided for the issuance of Preferred Stock as follows:

     "FOURTH:

     A.  CAPITAL STOCK

     The aggregate number of shares which this corporation shall have the
authority to issue is 21,000. The Corporation shall have the authority to issue
shares of Common Stock and Preferred Stock, the maximum number and par value
of each to be as follows:

     a.  20,000 number of shares of $100.00 par value Preferred Stock; and

     b.  1,000 shares of $1.00 par value Common Stock.

     B.  Preferences, Limitations and Relative Rights of Shares of Preferred
     Stock.

     1.  Issuance of Preferred Shares.  The aggregate number of Preferred Stock
which the corporation may have authority to issue shall be 20,000 shares having
a par value of One Hundred Dollars ($100.00) per share.

     2.  No Voting Rights.  No voting rights shall attach to the shares of
Preferred Stock.

     3.  Dividends.  Each holder of shares of Preferred Stock shall be entitled
to receive for each fiscal year of the corporation preferential dividends,
payable either in cash or property, out of any assets of the corporation
available for dividends pursuant to the Rhode Island Business Corporation Act,
at a rate equal to 13-1/2% per annum. Each holder of Preferred Stock shall be
entitled to receive the dividends stated above and no more, which dividends
shall be payable annually, semi-annually, or quarterly on such dates as may be
determined by the Board of Directors in its sole discretion. Dividends on each
share of Preferred Stock shall accumulate from the date of issue of such share,
from year to year, until paid so that, as long as any shares of preferred stock
are outstanding, if at any time all dividends on the Preferred Stock for all
prior dividend periods shall not have been paid, or if all dividends on the
Preferred Stock for the then current dividend period shall not have been paid or
shall not have been declared with the sum sufficient for the payment thereof set
apart, whether or not there shall be assets of the corporation

available for payment of such dividends under the laws of the State of Rhode
Island then:

          (i)  No dividends shall be declared or paid on any other distribution
               ordered or made upon the Common Stock other than dividends
               payable solely in Common Stock; and

          (ii) No shares of Common Stock of this corporation shall be redeemed,
               purchased or acquired by this corporation or any subsidiary of
               this corporation

     4.  UPON LIQUIDATION, DISSOLUTION, MERGER OR REORGANIZATION. In the event
of any voluntary or involuntary liquidation, dissolution or winding up of this
corporation, the holders of record of the outstanding shares of Preferred Stock
shall be entitled to be paid One Hundred Dollars ($100.00) for each share of
Preferred Stock, plus accumulated dividends thereon up to the date of such
liquidation, dissolution, or winding up of this corporation, whether or not this
corporation shall have a surplus or earnings available for dividends, and no
more. After payment to the holders of the shares of Preferred Stock of the
amount payable to them as above set forth, the remaining assets of this
corporation shall be payable to and distributed ratably among the holders of
record of the shares of Common Stock. If, upon such liquidation, dissolution, or
winding up, the assets of the corporation distributable to the holdings of
shares of Preferred Stock shall be insufficient to permit the payment to them of
the entire amount to which they are entitled to hereunder, the entire assets of
this corporation shall be distributed ratably among the holders of the shares of
Preferred Stock.

     In the event of any merger or consolidation of this corporation in which
this corporation shall not be the surviving entity, or in the event of any
recapitalization or reorganization of this corporation, any such transaction
must be structured so that the fair market value of the consideration receivable
in such transaction by or allocable to the holders of the Preferred Stock
determined in accordance with the preceding paragraph.

     5. REDEMPTION. Preferred Stock may be redeemed or purchased for redemption
by this corporation in accordance with the following plan. Unless specifically
prohibited by the Rhode Island Business Corporation Act, Preferred Stock may be
redeemed at any time at the option of the Board of Directors. In case less than
all of the outstanding shares of Preferred Stock are to be redeemed, the Board
of Directors shall determine the number of shares to be redeemed and the holder
or holders whose shares are to be redeemed. Notice of such

redemption shall be mailed to such holder or holders at the address shown on the
books of the corporation at least thirty (30) prior to the date fixed for
redemption in such notice. The redemption price payable by the corporation shall
be One Hundred Dollars ($100.00) per share plus any and all declared or
accumulated or unpaid dividends on the date of such redemption and such
redemption price shall be paid by the corporation to such holder or holders on
the redemption date set forth in the notice of redemption. From and after the
date fixed in any such notice as the date for redemption, no further dividends
shall be declared or paid on the shares so called for redemption and all rights
of the holder or holders thereof as stockholders of the corporation shall cease
and terminate, except their right to receive the amount payable on such
redemption, unless the corporation shall fail to pay the redemption price on the
date fixed for redemption. The corporation may, at any time and unless
specifically prohibited by the Rhode Island Business Corporation Act, purchase
for retirement from one or more holders thereof is determined by the Board of
Directors of the corporation any or all of the shares of outstanding Preferred
Stock at a price not to exceed the redemption price stated above. All shares
redeemed or purchased may be either cancelled and retired or held by the
corporation as treasury shares.

     FIFTH:

     No Preemptive Rights. No preferred stockholders of this corporation shall,
because his or its ownership of Preferred Stock have any preemptive or other
right to purchase, subscribe for or take any part, pro rata or otherwise, of any
securities, equity, debt or otherwise, or options, rights or warrants to
purchase any such securities issued or sold by this corporation, whether for
cash or for property, and whether or not hereafter authorized."

STATE OF ILLINOIS        )
                         )     Sc.
COUNTY OF COOK           )

     At 8700 W. Bryn Mawr in said county on this 1st day of May, 1987,
personally appeared before me H. Robert Jochem, who, being by me first duly
sworn, declared that he is the Vice President of Rhode Island Holding Company
that he signed the foregoing document as Vice President of the corporation, and
that the statements therein contained are true.


                                        /s/ Patricia Ann Stanis
                                        ------------------------
                                            Notary Public

(NOTARIAL SEAL)




STATE OF ILLINOIS  }                           City }
                   }                                }
                   }                    In the      }   of Chicago
                   }                                }
COUNTY OF COOK     }                           Town }

in said county this 15th day of November, A.D. 1982 then personally appeared
before me H. Robert Jochem each and all known to me and known by me to be the
parties executing the foregoing instrument, and they severally acknowledged said
instrument by them subscribed to be their free act and deed.

                                               /s/  Marjorie W. DuBroff
                                               -------------------------------
                                                    Notary Public



                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                        OFFICE OF THE SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION

                                       OF

                          Rhode Island Holding Company

     I, ELIZABETH S. HAMILTON, Deputy Secretary of State hereby certify that
duplicate originals of Articles of Incorporation for the incorporation of Rhode
Island Holding Company duly signed and verified pursuant to the provisions of
Chapter 7-1.1 of the General Laws, 1956, as amended, have been received in this
office and are found to conform to law, and that the foregoing is a duplicate
original of the Articles of Incorporation.



                                           WITNESS my hand and the seal of the
[STATE OF RHODE ISLAND                     State of Rhode Island this nineteenth
         AND                               day of November, 1982
PROVIDENCE PLANTATIONS
         SEAL]                             /s/ Elizabeth S. Hamilton
                                           -------------------------------------
                                               Deputy Secretary of State

DEPARTMENT OF STATE
    OFFICE OF
SECRETARY OF STATE
 PROVIDENCE, R.I.

RECEIVED & FILED NOV 19 1982


                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

                              BUSINESS CORPORATION

                               -----------------

                       ORIGINAL ARTICLES OF INCORPORATION

                               -----------------

     The undersigned acting as incorporator(s) of a corporation under Chapter
7-1.1 of the General Laws, 1956, as amended, adopt(s) the following Articles of
Incorporation for such corporation:

     FIRST. The name of the corporation is Rhode Island Holding Company
                                          --------------------------------------

- --------------------------------------------------------------------------------
(A

     SECOND. The period of its duration is (if perpetual, so state) perpetual
                                                                   -------------

     THIRD. The purpose or purposes for which the corporation is organized are:

          to own and operate health clubs; to own the securities of corporations
          owning and operating health clubs in the State of Rhode Island.




     The corporation shall have power: (See Section 7-1.1-4 of the General
Laws, 1956, as amended.)

     (a) To have perpetual succession by its corporate name unless a limited
period of duration is stated in its articles of incorporation.

     (b) To sue and be sued, complain and defend, in its corporate name.

     (c) To have a corporate seal which may be altered at pleasure, and to use
the same by causing it, or a facsimile thereof, to be impressed or affixed or
in any other manner reproduced.

     (d) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use and otherwise deal in and with, real or personal property, or any
interest therein, wherever situated.

     (e) To sell, convey, mortgage, pledge, lease, exchange, transfer and
otherwise dispose of all or any part of its property and assets.

     (f) To lend money and to use its credit to assist its employees.

     (g) To purchase, take, receive, subscribe for, or otherwise acquire, own,
hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of,
and otherwise use and deal in and with, shares or other interests in, or
obligations of, other domestic or foreign corporations, associations,
partnerships or individuals, or direct or indirect obligations of the United
States or of any other government, state, territory, governmental district or
municipality or of any instrumentality thereof.

     (h) To make contracts and guarantees and incur liabilities, borrow money
at such rates of interest as the corporation may determine, issue its notes,
bonds, and other obligations, and secure any of its obligations by mortgage or
pledge of all or any of its property, franchises, and income.

     (i) To lend money for its corporate purposes, invest and reinvest its
funds, and take and hold real and personal property as security for the payment
of funds so loaned or invested.

     (j) To conduct its business, carry on its operations, and have offices and
exercise the powers granted by this chapter, within or without this state.

     (k) To elect or appoint officers and agents of the corporation, and define
their duties and fix their compensation.

     (l) To make and alter by-laws, not inconsistent with its articles of
incorporation or with the laws of this state, for the administration and
regulation of the affairs of the corporation.

     (m) To make donations for the public welfare or for charitable, scientific
or educational purposes.

     (n) To transact any lawful business which the board of directors shall
find will be in aid of governmental authority.

     (o) To pay pensions and establish pension plans, pension trusts,
profit-sharing plans, stock bonus plans, stock option plans and other incentive
plans for any or all of its directors, officers and employees.

     (p) To provide insurance for its benefit on the life of any of its
directors, officers, or employees, or on the life of any stockholder for the
purpose of acquiring at his death shares of its stock owned by such stockholder.

     (q) To be a promoter, partner, member, associate, or manager of any
partnership, enterprise or venture.

     (r) To have and exercise all powers necessary or convenient to effect its
purposes.

FORM 11A 10M 1-70                                                (OVER)

                                      -1-

(R. I. - 2157 - 12/15/80)



     FOURTH.  The aggregate number of shares which the corporation shall have
authority to issue is:

     (a) If only one class:  Total number of shares 1,000
                                                    -----
              (If the authorized shares are to consist of one class only, state
         the par value of such shares or a statement that all of such shares are
         to be without par value.)

                $1.00 Par Value

                                       or


     (b) If more than one class:  Total number of shares N/A
                                                         ---
              (State (A) the number of the shares of each class thereof that are
         to have a par value and the par value of each share of each such class,
         and/or (B) the number of such shares that are to be without par value,
         and (C) a statement of all or any of the designations and the powers,
         preferences and rights, including voting rights, and the
         qualifications, limitations or restrictions thereof, which are
         permitted by the provisions of title 7 of the General Laws in respect
         of any class or classes of stock of the corporation and the fixing of
         which by the articles of association is desired, and an express grant
         of such authority as it may then be desired to grant to the board of
         directors to fix by vote or votes any thereof that may be desired but
         which shall not be fixed by the articles.)



     FIFTH.  Provisions (if any) dealing with the preemptive right of
shareholders pursuant to Section 7-1.1-24 of the General Laws, 1956, as
amended: None



(R. I. - 2157)                        -2-


     Sixth. Provisions (if any) for the regulation of the internal affairs of
the corporation:

                  None







     Seventh. The address of the initial registered office of the corporation is
          111 WESTMINSTER STREET, PROVIDENCE, RHODE ISLAND 02903 (add Zip Code)
- ----------------------------------------------------------------
and the name of its initial registered agent at such address is:
                                                                ---------------
                      C T CORPORATION SYSTEM
- -------------------------------------------------------------------------------

     Eighth. The number of directors constituting the initial board of directors
of the corporation is Seven (7) and the names and addresses of the persons who
are to serve as directors until the first annual meeting of shareholders or
until their successors are elected and shall qualify are:

     (If this is a close corporation pursuant to Section 7-1.1-51 of the General
Laws, 1956, as amended, state the name(s) and address(es) of the officers of the
corporation.)  (NOT APPLICABLE)

              Name                                 Address

Jerome B. Kahn                       415 W. Court Street, Flint, MI 48503
- -------------------------------      -------------------------------------
John Cipolla                         342 N. Main Street, West Hartford, CN 06117
- -------------------------------      -------------------------------------
Daniel Witaker                       342 N. Main Street, West Hartford, CN 06117
- -------------------------------      -------------------------------------
Donahue L. Wildman                   230 W. Monroe Street, Chicago, IL 60606
- -------------------------------      -------------------------------------
Jack L. Clark                        7880 Avenida Kirjah, La Jolla, CA 92037
- -------------------------------      -------------------------------------
Roy Zurkowski                        451 Goodhue, Bloomfield Hills, MI 48013
- -------------------------------      -------------------------------------
H. Robert Jochem                     300 E. Joppa Road, Towson, MD 21204

     Ninth. The name and address of each incorporator is:

H. Robert Jochem                     300 East Joppa Road, Towson, MD 21204
- -------------------------------      -------------------------------------

- -------------------------------      -------------------------------------

- -------------------------------      -------------------------------------

- -------------------------------      -------------------------------------

- -------------------------------      -------------------------------------

     Tenth. Date when corporate existence to begin (not more than 30 days after
filing of these articles of incorporation):

                   upon incorporation date
- --------------------------------------------------------------------------

Dated November 15, 1982
- ------------------------

                             /s/ H. Robert Jochem
                             ---------------------------------------------
                             H. ROBERT JOCHEM
                             ---------------------------------------------

                             ---------------------------------------------

(R.I. - 2157)

                                      -3-

EX-3.88

                                                                    Exhibit 3.88


                          RHODE ISLAND HOLDING COMPANY

                                   * * * * *

                                 B Y - L A W S

                                   * * * * *


                                   ARTICLE I

                                    OFFICES

     Section 1. The registered office of the corporation shall be located in the
City of Providence, State of Rhode Island.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Rhode Island as the board of directors may from
time to time determine or the business of the corporation may require.


                                   ARTICLE II

                        ANNUAL MEETINGS OF SHAREHOLDERS

"Section 1. All meetings of shareholders for the election of directors shall be
held either within or outside the state of Rhode Island, at such place as may be
fixed from time to time by the board of directors."

"Section 2. The annual meeting of stockholders, commencing with the year 1994,
shall be held during the third week of January at a date and time to be
determined by the board of directors, and if a legal holiday, then on the next
secular day following, when they shall elect a board of directors, and transact
such other business as may properly be brought before the meeting."

of September in each year if not a legal holiday, and if a legal holiday, then
on the secular day following, at 10:00 A. M., when they shall elect a board of
directors, and transact such other business as may properly be brought before
the meeting.

     Section 3. Written notice of the annual meeting stating the place, day and
hour of the meeting shall be delivered not less than ten nor more than sixty
days before the date of the meeting, either personally or by mail by or at the
direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.


                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders, for any purpose or purposes,
other than those regulated by statute or by the articles of incorporation, may
be called by the president, the board of directors, or the holders of not less
than one-tenth of all the shares entitled to vote at the meeting.

     Section 2. Written notice of a special meeting of shareholders stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, the

secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting.

     Section 3. Business transacted at all special meetings shall be limited to
the purpose stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares issued and outstanding
and entitled to vote present in person, or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute, or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless

the vote of a greater number of shares of stock is required by law or the
articles of incorporation.

     Section 3. Each outstanding share of stock having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.


                                   ARTICLE V

                                   DIRECTORS

     Section 1. The number of directors shall be five (5) or such number as
shall be determined from time to time by resolutions of the board of directors.
Directors need not be residents of the State of Rhode Island or shareholders of
the corporation. The directors, other than the first board of directors, shall
be elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first board of directors shall hold
office until the first annual meeting of shareholders.

     Section 2. Any vacancy occurring in the board of directors may be filled
by the affirmative vote of a


majority of the remaining directors though less than a quorum of the board of
directors. A director elected to fill a vacancy shall be elected for the
unexpired portion of the term of his predecessor in office.

     Any directorship to be filled by reason of an increase in the number of
directors may be filled by the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present. A director elected to fill a
newly created directorship shall serve until the next succeeding annual
meeting of shareholders.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
Rhode Island, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of Rhode Island.

     Section 2. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the shareholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or it may convene at such place and time as shall be
fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the
president on five (5) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.

     Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the

meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

     Section 6.  A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 7.  Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.


                                  ARTICLE VII

                              EXECUTIVE COMMITTEE

     Section 1.  The board of directors, by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate two or
more

directors to constitute an executive committee, which committee, to the extent
provided in such resolution, shall have and exercise all of the authority of the
board of directors in the management of the corporation, except as otherwise
required by law. Vacancies in the membership of the committee shall be filled by
the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.


                                  ARTICLE VIII

                                    NOTICES

          Section 1.  Whenever, under the provisions of the statutes or of the
articles of incorporation or of the by-laws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.

          Section 2.  Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the


person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1.     The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and
a treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

     Section 2.     The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer, none of whom need be a member of
the board.

     Section 3.     The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4.     The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 5.     The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by
the board of directors

may be removed at any time by the affirmative vote of a majority of the board
of directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.


                                 THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted
by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.


                              THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other

duties and have such other powers as the board of directors may from time to
time prescribe.


                    THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by his signature or by the signature
of such assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

     Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such


other duties and have such other powers as the board of directors may from time
to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.

          Section 14.  The assistant treasurer, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and

exercise the powers of the treasurer and shall perform such other duties and

have such other powers as the board of directors may from time to time

prescribe.



                                   ARTICLE X

                            CERTIFICATES FOR SHARES

          Section 1.  The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

          When the corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and




determine the relative rights and preferences of subsequent series.

     Section 2. Any or all of the signatures of the officers of the corporation
upon a certificate may be facsimile.

     In case any officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same
effects as if he were such officer at the date of its issue.


                               LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect

to the certificate or certificates alleged to have been lost or destroyed.


                               TRANSFERS OF STOCK

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                           CLOSING OF TRANSFER BOOKS

     Section 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing
the stock transfer books, the board of directors may fix in advance a date as
the record date for any such determination


of shareholders, such date in any case to be not more than sixty days and, in
case of a meeting of shareholders, not less than ten days prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors declaring such dividend is adopted, as
the case  may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.


                            REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, except as expressly provided by the laws of Rhode
Island.



                              LIST OF SHAREHOLDERS

     Section 7.  The officer or agent having charge of the transfer books for
shares shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. The original share ledger or transfer book, or a duplicate
thereof, shall be prima facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book or to vote at any meeting
of the shareholders.

     Section 8.  Before payment of any dividend or making any distribution of
profits, there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive
to the interest of the corporation, and the directors


may modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     Section 9.     All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                  FISCAL YEAR

     Section 10.    The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

     Section 11.    The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Rhode Island". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XI

                                   AMENDMENTS

     Section 1.     These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board.



     We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

     We do hereby approve and authorize this Corporation to issue a certificate
for eight hundred (800) shares of its $1.00 par value common stock to Nycon
Holding Co., Inc. in exchange for the sum of $800.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for seventy-five (75) shares of its $1.00 par value common stock to Daniel
Whitaker in exchange for the sum of $75.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for seventy-five (75) shares of its $1.00 par value common stock to John Cipolla
in exchange for the sum of $75.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for fifty (50) shares of its $1.00 par value common stock to Holiday Fitness
Holding Company in exchange for the sum of $50.00.

     Pursuant to Article X of the By-Laws of the corporation we direct that the
fiscal year end of the corporation shall be July 31st.

          We do hereby designate the ____________ Bank as a depository for the
funds of this Corporation, direct that the appropriate resolutions be executed
by the Secretary of the Corporation and a copy of said resolutions be retained
as part of the corporate records.

          We do hereby approve the form of certificate representing shares of
the corporation.

          We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.

                                        /s/ Donahue L. Wildman
                                        -------------------------------
                                        DONAHUE L. WILDMAN

                                        /s/ Jack L. Clark
                                        -------------------------------
                                        JACK L. CLARK


                                        /s/ Roy Zurkowski
                                        -------------------------------
                                        ROY ZURKOWSKI


                                        /s/ H. Robert Jochem
                                        -------------------------------
                                        H. ROBERT JOCHEM


                                        /s/ Jerome B. Kahn
                                        -------------------------------
                                        JEROME B. KAHN


                                        /s/ John Cipolla
                                        -------------------------------
                                        JOHN CIPOLLA


                                        /s/ Daniel Whitaker
                                        -------------------------------
                                        DANIEL WHITAKER

                                        BEING ALL OF THE DIRECTORS OF SAID
                                        CORPORATION.

DATED:  February 13, 1983.

EX-3.89

                                                                    Exhibit 3.89

                                                             APPROVED

                                                             BY /s/ [ILLEGIBLE]
                                                             DATE 6-26-72
                                                             AMOUNT 50.00

                                     426498

                           ARTICLES OF INCORPORATION

                                       OF

                         SCANDINAVIAN HEALTH SPA, INC.

The undersigned, a majority of whom are citizens of the United States, desiring
to form a corporation for profit under the general Corporation Act of Ohio, do
hereby certify:

FIRST:    The name of said corporation shall be SCANDINAVIAN HEALTH SPA, INC.

SECOND:   The place in the State of Ohio where its principal office is to be
          located is Canton, Stark County, Ohio.

THIRD:    The purpose or purposes for which it is formed are:

          (a) To carry on the business of providing and maintaining all
          equipment and services for a complete exercise and health spa for men,
          women and children; to sell memberships in said facility and to charge
          for services and the use of equipment; to buy, sell, trade and deal in
          foods, drinks, health products, cosmetics and beauty aids, and to do
          and perform all acts and things necessary or incidental thereto.

          (b) To manufacture, purchase or otherwise acquire, sell, assign and
          transfer, exchange or otherwise dispose of, and to invest, trade, deal
          in or deal with goods, wares and merchandise and personal property of
          every class and description.

          (c) To purchase, acquire, hold, mortgage, pledge, hypothecate, loan
          money upon, exchange, sell and otherwise deal in personal property and
          real property of every kind, character and description whatsoever and
          wheresoever situated, and any interest therein.

          (d) To acquire by purchase, subscription, underwriting, participation
          in syndicates, or otherwise, and to hold, own, sell, exchange, pledge,
          hypothecate or otherwise dispose of, shares of stock, bonds,
          mortgages, debentures, trust receipts, participation certificates,
          certificates of beneficial interest, notes and other securities,
          obligations, contracts, choses in action




and evidences of indebtedness generally, or interests therein, of corporations,
associations, firms, trusts, governments, states, colonies, municipalities, and
other organizations or persons; to receive, collect and exercise any and all
rights and privileges of individual ownership or interest in any of the
foregoing, including the right to vote thereon for any and all purposes, and to
do any and all acts and things for the preservation, protections, improvements
and enhancements in value thereof and to endorse or guarantee the same or become
surety in respect thereof, and to aid by loan, subsidy, guaranty or otherwise
those issuing, selling, creating or responsible for the same.

(e) To apply for, obtain, purchase, take licenses in respect of or otherwise
acquire, and to hold, own, use, grant licenses in respect of, manufacture under,
sell, assign, mortgage, pledge or otherwise dispose of any and all inventions,
devices, processes and patents of the United States or of any other country,
state, territory or locality, and all rights connected therewith or appertaining
thereunto; any and all copyrights therewith granted by the United States or any
other country, state, territory or locality; and any and all trademarks, trade
names, trade symbols and other indications of origin and ownership granted by or
recognized under the laws of the United States or any other country, state,
territory or locality.

(f) To acquire all or any part of the goodwill, rights, property and business of
any corporation, association, partnership, firm, trustee, syndicate,
combination, organization, other entity, or individual, domestic or foreign,
heretofore or hereafter engaged in any business, similar to the business of the
corporation or otherwise, and to hold, utilize, enjoy and in any manner dispose
of the whole or any part of the rights and property so acquired, and to assume
in connection therewith any liabilities of any such corporation, association,
partnership, firm, trustee, syndicate, combination, organization, individual or
other entity, domestic or foreign, and to conduct in the State of Ohio and/or in
any other state, territory, locality or country the whole or any part of the
business thus acquired, provided such business is not prohibited by the laws of
the State of Ohio.

                                      -2-





          (g) Each purpose specified in any clause or paragraph contained in
          this Article Third shall be deemed to be independent of all other
          purposes herein specified and shall not be limited or restricted by
          reference to or inference from the terms of any other clause or
          paragraph of these Articles of Incorporation.

          The corporation reserves the right, at any time and from time to time,
          substantially to change its purposes, in the manner now or hereafter
          permitted by statute. Any change of the purposes of the corporation,
          authorized or approved by the holders of shares entitling them to
          exercise the proportion of the voting power of the corporation now or
          hereafter required by statute, shall be binding and conclusive upon
          every shareholder of the corporation as fully as if such shareholder
          had voted therefor; and no shareholder, notwithstanding that he may
          have voted against such change of purposes or may have objected in
          writing thereto, shall be entitled to payment of the fair cash value
          of his share.

FOURTH:   The maximum number of shares which the corporation is authorized to
          have outstanding is five hundred (500) shares without par value.

          Shares without par value may be issued pursuant to subscriptions taken
          by the incorporators for such amount of consideration as may be
          specified by the incorporators, and, after organization, shares
          without par value now or hereafter authorized may be issued or agreed
          to be issued from time to time for such amount or amounts of
          consideration as may be fixed from time to time by the board of
          directors. The board of directors in its discretion may fix different
          amounts and/or kinds of consideration for the issuance of shares
          without par value, whether issued at the same or different times, and
          may determine that only a part or proportion of the amount or amounts
          of consideration which shall be received by the corporation shall be
          stated capital. Any and all shares without par value so issued, the
          consideration for which, as fixed by the incorporators or by the board
          of directors, has been paid or delivered, shall be fully paid and
          non-assessable.

FIFTH:    The amount of capital with which the corporation will begin business
          is Five Hundred Dollars ($500.00).


                                      -3-

SIXTH:    The board of directors is hereby authorized to fix and determine and
          to vary the amount of working capital of the corporation; to determine
          whether any, and if any, what part of its surplus, however created or
          arising, shall be used or disposed of or declared in dividends or paid
          to shareholders, and without action by the shareholders, to use and
          apply such surplus, or any part thereof, at any time or from time to
          time in the purchase or acquisition of shares of any class, voting
          trust certificates for shares, bonds, debentures, notes, scrip,
          warrants, obligations, evidences of indebtedness of the corporation or
          other securities of the corporation, to such extent or amount and in
          such manner and upon such terms as the board of directors shall deem
          expedient.

SEVENTH:  Every statute of the State of Ohio hereafter enacted, whereby the
          rights or privileges of shareholders of a corporation organized under
          the General Corporation Act of said state are increased, diminished or
          in any way affected, or whereby effect is given to any action
          authorized, ratified or approved by less than all the shareholders of
          any such corporation, shall apply to this corporation and shall be
          binding upon every shareholder thereof to the same extent as if such
          statute had been in force at the date of the filing of these Articles
          of Incorporation.

EIGHTH:   A director of this corporation shall not be disqualified by his office
          from dealing or contracting with the corporation as a vendor,
          purchaser, employee, agent or otherwise; nor shall any transaction or
          contract or act of this corporation be void or voidable or in any way
          affected or invalidated by reason of the fact that any director or any
          firm of which any director is a member or any corporation of which any
          director is a shareholder or director is in any way interested in such
          transaction or contract or act provided the fact that such director or
          such firm or such corporation is so interested shall be disclosed or
          shall be known to the board of directors at which action upon any such
          contract or transaction or act shall be taken; nor shall any such
          director be accountable or responsible to the corporation for or in
          respect to any such transaction or contract or act of this corporation
          or for any gains or profits realized by him by reason of the fact that
          he or any firm of which he is a member or any corporation of which he
          is a shareholder or director is interested in



                                      -4-

          such transaction or contract or act; any such director may be counted
          in determining the existence of a quorum at any meeting of the board
          of directors of the corporation which shall authorize or take action
          in respect to any such contract or transaction or act, and may vote
          thereat to authorize, ratify or approve any such contract or
          transaction or act, with like force and effect, as if he or any firm
          of which he is a member or any corporation of which he is a
          shareholder or director were not interested in such transaction or
          contract or act.

NINTH:    The corporation shall indemnify and hold harmless each person who
          shall serve at any time as a director or officer of the corporation
          from and against any and all claims and liabilities to which such
          person shall become subject by reason of his having been a director or
          officer of the corporation, or by reason of any action alleged to have
          been taken or omitted by him as such director or officer, and shall
          reimburse each such person for all legal and other expenses reasonably
          incurred by him in connection with any such claim or liability;
          provided, however, that no such person shall be indemnified against or
          be reimbursed for any expense incurred in connection with any claim
          or liability arising out of his own negligence or willful misconduct.
          The rights accruing to any person under the foregoing provisions in
          this article shall not exclude any other right to which he may be
          lawfully entitled, or shall anything herein contained restrict the
          right of the corporation to indemnify or reimburse such person in any
          proper case even though not specifically herein provided for.


TENTH:    If the regulations so provide, or if a resolution adopted by a
          majority of all directors in the absence of such provision of the
          regulations so provided, shareholders shall have no pre-emptive right
          to subscribe to any or all additional issues of stock of this
          corporation of any or all classes, or such limited right so to
          subscribe as may be specified in the regulations or as may be
          specified by resolution adopted by a majority of all directors if the
          regulations do not so specify.



                                      -5-

     IN WITNESS WHEREOF, we have hereunto set our hands this 22nd day of June,
1972.

                                       SCANDINAVIAN HEALTH SPA, INC.

                                       /s/ Charles A. Morgan, Jr.
                                       ----------------------------------------
                                                Charles A. Morgan, Jr.

                                       /s/ Frank Leonesio
                                       ----------------------------------------
                                                    Frank Leonesio

                                       /s/ Carmel Masters
                                       ----------------------------------------
                                                    Carmel Masters

                                                    INCORPORATORS


STATE OF OHIO:
                  SS:
STARK COUNTY:

     Before me, the undersigned Notary Public in and for said county,
personally appeared this 22nd day of June, 1972, the above named Charles A.
Morgan, Jr., Frank Leonesio and Carmel Masters, each of whom acknowledged the
signing of the foregoing Articles of Incorporation to be his free act and deed
for the uses and purposes therein mentioned.

     WITNESS my hand and official seal the day and year last aforesaid.

                                       /s/ Charles A. Morgan, Jr.
                                       ----------------------------------------
                                                     Notary Public



                                      -6-

                              APPOINTMENT OF AGENT

     KNOW ALL MEN BY THESE PRESENTS, that Frank M. Leonesio of 2613 Woodlawn
Circle N.W., Canton, Ohio, 44708, a natural person, and resident of said county,
being the county in which the principal office of Scandinavian Health Spa, Inc.
is located, is hereby appointed as the person on whom process, tax notices and
demands against said Scandinavian Health Spa, Inc. may be served.

Stark County                            SCANDINAVIAN HEALTH SPA, INC.

                                        /s/ Charles A. Morgan, Jr.
                                        ---------------------------------------
                                                Charles A. Morgan, Jr.


                                        /s/ Frank M. Leonesio
                                        ---------------------------------------
                                                  Frank M. Leonesio

                                        /s/ Carmel Masters
                                        ---------------------------------------
                                                   Carmel Masters

                                                   Incorporators

                                                       Canton, Ohio
                                                       June 22, 1972



Scandinavian Health Spa, Inc.
Canton, Ohio

Gentlemen:

I hereby accept the appointment as the  representative of your company upon whom
process, tax notices or demands may be served.

                                        /s/ Frank M. Leonesio
                                        ---------------------------------------
                                                  Frank M. Leonesio



STATE OF OHIO:
                    SS:
STARK COUNTY:

Personally appeared before me, the undersigned, a Notary Public in and for said
county, this 22nd day of June, 1972, the


above-named Frank M. Leonesio who acknowledged the signing of the foregoing to
be his free act and deed for the uses and purposes therein mentioned.

WITNESS my hand and official seal on the day and year last aforesaid.


                                                  /s/ Charles A. [Illegible] Jr.
                                                  -----------------------------
                                                          Notary Public

EX-3.90

                              CODE OF REGULATIONS
- --------------------------------------------------------------------------------

                                                                    Exhibit 3.90

                              CODE OF REGULATIONS
                                       OF
                          SCANDINAVIAN HEALTH SPA, INC.
       ---------------------------------------------------------------------
                             (Name of Corporation)

adopted by its shareholders entitled to vote for the government of the
corporation:

                                   ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

     (a) Annual Meetings. The annual meeting of the shareholders of this
corporation shall be held at the principal office of the corporation, in
                                                                         -------
Canton      Ohio, on the    30th    in       January     of each year, at
- -----------              ----------    -----------------                  ------
10:00   o'clock   A.M., if not a legal holiday, but if a legal holiday, then on
- -------         -----
the day following at the same hour. The first annual meeting of the corporation
shall be held in 1973.
                   --

     (b) Special meetings of the shareholders of this corporation shall be
called by the Secretary, pursuant to a resolution of the Board of Directors,
or upon the written request of two directors, or by shareholders representing
25% of the shares issued and entitled to vote. Calls for special meetings shall
specify the time, place and object or objects thereof, and no business other
than that specified in the call therefor shall be considered at any such
meetings.

     (c) Notice of Meetings. A written or printed notice of the annual or any
special meeting of the shareholders, stating the time and place, and in case of
special meetings, the objects thereof, shall be given to each shareholder
entitled to vote at such meeting appearing on the books of the corporation, by
mailing same to his address as the same appears on the records of the
corporation or of its Transfer Agent, or Agents, at least
                                                          ----------------------
                   (                                 ) days before any such
- ------------------  ---------------------------------
meeting; provided, however, that no failure or irregularity of notice of any
annual meeting shall invalidate the same or any proceeding thereat.

     All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares.

     (d) Quorum. A majority in number of the shares authorized, issued and
outstanding, represented by the holders of record thereof, in person or by
proxy, shall be requisite to constitute a quorum at any meeting of
shareholders, but less than such majority may adjourn the meeting of
shareholders from time to time and at any such adjourned meeting any business
may be transacted which might have been transacted if the meeting had been as
originally called.

     (e) Proxies. Any shareholder entitled to vote at a meeting of shareholders
may be represented and vote thereat by proxy appointed by an instrument in
writing, subscribed by such shareholder, or by his duly authorized attorney,
and submitted to the Secretary at or before such meeting.


                              CODE OF REGULATIONS
- --------------------------------------------------------------------------------

                                  ARTICLE II.

                                      SEAL

     The seal of the corporation shall be circular, about two inches in
diameter, with the name of the corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary, and it or a facsimile thereof shall be affixed to all certificates
of the corporation's shares. If deemed advisable by the Board of Directors, a
duplicate seal may be kept and used by any other officer of the corporation, or
by any Transfer Agent of its shares.


                                  ARTICLE III.

                                     SHARES

     SECTION 1.--Certificates. Certificates evidencing the ownership of shares
of the corporation shall be issued to those entitled to them by transfer or
otherwise. Each certificate for shares shall bear a distinguishing number, the
signature of the President or Vice-President, and of the Secretary or an
Assistant Secretary, the seal of the corporation and such recitals as may be
required by law. The certificates for shares shall be of such tenor and design
as the Board of Directors from time to time may adopt.

     SECTION 2.--Transfers. (a) The shares may be transferred on the proper
books of the corporation by the registered holders thereof, or by their
attorneys legally constituted, or their legal representatives, by surrender of
the certificate therefor for cancellation and a written assignment of the
shares evidenced thereby. The Board of Directors may, from time to time,
appoint such Transfer Agents or Registrars of shares as it may deem advisable,
and may define their powers and duties.

     (b) All endorsements, assignments, transfers, share powers or other
instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the name of the corporation by any two of the
following officers, to-wit: the President or a Vice-President, and the
Treasurer or Secretary, or an Assistant Treasurer or an Assistant Secretary; or
by any person or persons thereunto authorized by the Board of Directors.

     SECTION 3.--Lost Certificates. The Board of Directors may order a new
certificate or certificates of shares to be issued in place of any certificate
or certificates alleged to have been lost or destroyed, but in every case the
owner of the lost certificate or certificates shall first cause to be given to
the corporation a bond, with surety or sureties satisfactory to the corporation
in such sum as said Board of Directors may in its discretion deem sufficient as
indemnity against any loss or liability that the corporation may incur by
reason of the issuance of such new certificates; but the Board of Directors
may, in its discretion, refuse to issue such new certificate save upon the order
of some court having jurisdiction in such matters pursuant to the statute made
and provided.

     SECTION 4.--Closing of Transfer Books. The share transfer books of the
corporation may be closed by order of the Board of Directors for a period not
exceeding ten (10) days prior to any meeting of the shareholders, and for a
period not exceeding ten (10) days prior to the payment of any dividend. The
times during which the books may be closed shall, from time to time, be fixed by
the Board of Directors.


                              CODE OF REGULATIONS
- --------------------------------------------------------------------------------


                                  ARTICLE IV.

                                   DIRECTORS

     The number of members of the Board of Directors shall be determined
pursuant to law, by resolution of the shareholders entitled to vote, but shall
not be less than three (3) members. The election of directors shall be held at
the annual meeting of the shareholders, or at a special meeting called for that
purpose.

     Directors shall hold office until the expiration of the term for which they
were elected and shall continue in office until their respective successors
shall have been duly elected and qualified.


                                   ARTICLE V.

                             VACANCIES IN THE BOARD

     A resignation from the Board of Directors shall be deemed to take effect
upon its receipt by the Secretary, unless some other time is specified therein.
In case of any vacancy in the Board of Directors, through death, resignation,
disqualification, or other cause deemed sufficient by the Board, the remaining
directors, though less than a majority of the whole board, by affirmative vote
of a majority of those present at any duly convened meeting may, except as
hereinafter provided, elect a successor to hold office for the unexpired portion
of the term of the director whose place shall be vacant, and until the election
and qualification of a successor.


                                  ARTICLE VI.

                                REGULAR MEETINGS

     Regular meetings of the Board of Directors shall be held periodically on
such dates as the Board may designate.


                                  ARTICLE VII.

                                SPECIAL MEETINGS

     Special meetings of the Board of Directors shall be called by the Secretary
and held at the request of the President or any two of the Directors.


                                 ARTICLE VIII.

                               NOTICE OF MEETINGS

     The Secretary shall give notice of each meeting of the Board of Directors,
whether regular or special, to each member of the Board.




                              CODE OF REGULATIONS
- --------------------------------------------------------------------------------

                                  ARTICLE IX.
                                    QUORUM

     A majority of the Directors in office at the time shall constitute a quorum
at all meetings thereof.


                                   ARTICLE X
                               PLACE OF MEETINGS

     The Board of Directors may hold its meetings at such place or places within
or without the State of Ohio as the Board may, from time to time, determine.

                                  ARTICLE XI.
                                 COMPENSATION

     Directors, as such, shall not receive any stated salary for their services,
but, on resolution of the Board, a fixed sum for expenses of attendance, if any,
may be allowed for attendance at each meeting, regular or special, provided that
nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of either executive or special committees may be allowed such
compensation as the Board of Directors may determine for attending committee
meetings.

                                  ARTICLE XII.
                              ELECTION OF OFFICERS

     At the first meeting of the Board of Directors in each year (at which a
quorum shall be present) held next after the annual meeting of the shareholders,
and at any special meeting provided in Article VII, the Board of Directors shall
elect officers of the corporation (including the President), and designate and
appoint such subordinate officers and employees as it shall determine. They may
also appoint an executive committee or committees from their number and define
their powers and duties.

                                 ARTICLE XIII.
                                    OFFICERS

     The officers of this corporation shall be a President, who shall be a
director, and also a Vice-President, a Secretary, a Treasurer and a
                           who may or may not be directors. Said officers shall
be chosen by the Board of Directors, and shall hold office for one year, and
until their successors are elected and qualified. Additional Vice-Presidents may
be elected from time to time as determined by the Directors who may also appoint
one or more Assistant Secretaries, and one or more Assistant Treasurers, and
such other officers and agents of the corporation as it may from time to time
determine.

     Any officer or employee elected or appointed by the Board of Directors,
other than that of director, may be removed at any time upon vote of the
majority of the whole Board of Directors.

                              CODE OF REGULATIONS
- --------------------------------------------------------------------------------


     The same person may hold more than one office, other than that of
President and Vice-President, or Secretary and Assistant Secretary, or
Treasurer and Assistant Treasurer.

     In case of the absence of any officer of the corporation, or for any other
reason which the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer or to
any director, provided a majority of the whole Board of Directors concur
therein.


                                  ARTICLE XIV.
                               DUTIES OF OFFICERS

     (a)  President.  The President shall preside at all meetings of
shareholders and directors. He shall exercise, subject to the control of the
Board of Directors and the shareholders of the corporation, a general
supervision over the affairs of the corporation, and shall perform generally
all duties incident to the office and such other duties as may be assigned to
him from time to time by the Board of Directors.

     (b)  Vice-President.  The Vice-President shall perform all duties of the
President in his absence or during his inability to act, and shall have such
other and further powers, and shall perform such other and further duties as
may be assigned to him by the Board of Directors.

     (c)  Secretary.  The  Secretary shall keep the minutes of all proceedings
of the Board of Directors and of the shareholders and make a proper record of
the same, which shall be attested by him. He shall keep such books as may be
required by the Board of Directors, and shall take charge of the seal of the
corporation, and generally perform such duties as may be required by the Board
of Directors.

     (d)  Treasurer.  The Treasurer shall have the custody of the funds and
securities of the corporation which may come into his hands, and shall do with
the same as may be ordered by the Board of Directors. When necessary or proper
he may endorse on behalf of the corporation for collection, checks, notes and
other obligations. He shall deposit the funds of the corporation to its credit
in such banks and depositaries as the Board of Directors may, from time to
time, designate. The fiscal year of the corporation shall be co-extensive with
the calendar year. He shall submit to the annual meeting of the shareholders, a
statement of the financial condition of the corporation, and whenever required
by the Board of Directors, shall make and render a statement of his accounts,
and such other statements as may be required. He shall keep in books of the
corporation, full and accurate accounts of all moneys received and paid by him
for account of the corporation. He shall perform such other duties as may, from
time to time, be assigned to him by the Board of Directors.


                                  ARTICLE XV.
                               ORDER OF BUSINESS

      1. Call meeting to order.

      2. Selection of chairman and secretary.

      3. Proof of notice of meeting.

      4. Roll call, including filing of proxies with secretary.

      5. Appointment of tellers.

      6. Reading and disposal of previously unapproved minutes.

      7. Reports of officers and committees.

      8. If annual meeting, or meeting called for that purpose, election of
         directors.

      9. Unfinished business.

     10. New business.

     11. Adjournment.



                              CODE OF REGULATIONS
- --------------------------------------------------------------------------------


     This order may be changed by the affirmative vote of a majority in
interest of the shareholders present.




                                  Article XVI.
                                   AMENDMENTS

     These regulations may be adopted, amended or repealed by the affirmative
vote of a majority of the shares empowered to vote thereon at any meeting
called and held for that purpose, notice of which meeting has been given
pursuant to law, or without a meeting by the written assent of the owners of
two-thirds of the shares of the corporation entitled to vote thereon.

EX-3.91

                                                                    Exhibit 3.91

                                  F0990-0064

                           ARTICLES OF INCORPORATION

                                       OF

                      SCANDINAVIAN US SWIM & FITNESS, INC.
- --------------------------------------------------------------------------------
                             (Name of Corporation)

     The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation, for profit, under Sections 1701.01 et seq. of
the Revised Code of Ohio, do hereby certify:

     FIRST. The name of said corporation shall be SCANDINAVIAN US SWIM &
FITNESS, INC.

     SECOND. The place in Ohio where its principal office is to be located is
              Arkon                    ,           Summit County.
- --------------------------------------- ----------------------------------------
     (City, Village or Township)

     THIRD. The purposes for which it is formed are:

     To lease with option to purchase the assets of a health and fitness spa
in Minnesota;

     To operate health and fitness spas in Minnesota and any other state, and
to do all things necessary and incidental or convenient thereto.

     To engage in any lawful act or activity for which corporations may be
formed under Section 1701.01 to Section 1701.98, inclusive, of the Ohio Revised
Code.

     FOURTH. The number of shares which the Corporation is authorized to have
outstanding is 750 shares, all of which shall be Common shares without par
value.

     FIFTH. No holder of shares of the Corporation shall have any preemptive
right to subscribe for or to purchase any shares of the Corporation of any
class whether such shares or such class be now or hereafter authorized.

     SIXTH. The Corporation, through its Board of Directors, shall have the
right and power to repurchase any of its outstanding shares at such price and
upon such terms as may be agreed upon between the Corporation and the selling
shareholder or shareholders.

     SEVENTH. Notwithstanding any provision of the General Corporation Law of
Ohio, now or hereafter in force, requiring for any purpose the vote or consent
of the holders of shares entitling them to exercise two thirds of the voting
power of the Corporation



                                   F0990-0065

or of any class or classes of shares thereof, such action, unless otherwise
expressly required by statute, may be taken by the vote or consent of the
holders of shares entitling them to exercise a majority of the voting power of
the Corporation or of such class of shares thereof.

     EIGHTH. A director or officer of the Corporation shall not be disqualified
by his office from dealing or contracting with the Corporation as a vendor,
purchaser, employee, agent or otherwise. No contract or transaction shall be
void or voidable with respect to a Corporation for the reason that it is between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other person in which one or more of its directors or
officers are directors, trustees, or officers, or have a financial or personal
interest, or for the reason that one or more interested directors or officers
participate in or vote at the meeting of the directors or a committee thereof
which authorizes such contract or transaction, if in any such case (a) the
material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the directors or the
committee and the directors or committee in good faith reasonably justified by
such facts, authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
constitute less than a quorum; or (b) the material facts as to his or their
relationship or interest as to the contract or transaction are disclosed or are
known to the shareholders entitled to vote thereon and the contract or
transaction is specifically approved at a meeting of the shareholders held for
such purpose by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation held by persons not
interested in the contract or transaction; or (c) the contract or transaction is
fair as to the Corporation as of the time it is authorized or approved by the
directors, a committee thereof, or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the directors, or of a committee thereof which authorizes the contract or
transaction.

     NINTH. All directors shall severally or collectively consent in writing to
any action to be taken by the Board of Directors, and such action shall be as
valid a corporate action as though it had been authorized in a meeting of said
Board. Said writing or writings, signed by all of the directors, shall be filed
with or entered upon the records of the Corporation. A majority of the whole
authorized number of directors may ratify any act of any officer or officers of
the Corporation. A meeting of the directors may be held through any
communications equipment if all persons participating therein can hear each
other, which shall deem to constitute presence at a meeting of the directors.

     TENTH. The amount of capital with which the Corporation shall begin
business will be not less than $500.00.

     IN WITNESS WHEREOF, the undersigned has hereunto subscribed its name this
20th day of August, 1986.


                                   1701.07 Service Corporation

                                   By: /s/ Roger W. Van Deusen
                                      ---------------------------------------
                                      Roger W. Van Deusen
                                      Vice President



                        CONSENT FOR USE OF SIMILAR NAME

     On the 20th day of August, 1986 the Board of Directors of Scandinavian
Health Spa, Inc. passed the following resolution:

     Resolved that Scandinavian Health Spa, Inc. gives its consent to
Scandinavian US Swim & Fitness, Inc. to the use of the name Scandinavian US
Swim & Fitness, Inc.

                                   SCANDINAVIAN HEALTH SPA, INC.


                                   By: /s/ Michael Palumbo
                                      ---------------------------------------
                                      Secretary


Date: August 20th, 1986


                    ORIGINAL APPOINTMENT OF STATUTORY AGENT

     The undersigned, being at least a majority of the incorporators of
Scandinavian US Swim & Fitness, Inc., hereby appoint 1701.07 Service
Corporation, to be statutory agent upon whom any process, notice or demand
required or permitted by statute to be served upon the corporation may be
served.

     The complete address of the agent is 1801 E. Ninth Street, 1700 Ohio
Savings Plaza, Cleveland, Cuyahoga County, Ohio, 44114.


                                   1701.07 SERVICE CORPORATION

                                   By: /s/ Roger W. Van Deusen
                                      ---------------------------------------
                                      Roger W. Van Deusen,
                                      Vice President

August 20th, 1986
- ------------------------
DATED


                          PROCEEDINGS OF INCORPORATOR

     On August 26, 1986, at Cleveland, the incorporator considered the
advisability of ordering the offer, sale and issue of the shares of the
Corporation in such a manner that qualified shareholders may receive the
benefits of Section 1244 of the Internal Revenue Code. The incorporator then
adopted the following resolutions:

     WHEREAS, the Corporation is a small business corporation as defined in
     Section 1244(c)(2) of the Internal Revenue Code of 1954; and

     WHEREAS, there is not now outstanding any offering, or portion thereof, of
     the Corporation to sell or issue any of its stock; and

     WHEREAS, the incorporator deems it advisable to offer for sale and issue
     100 shares of the Common stock authorized by the Articles of Incorporation;
     and

     WHEREAS, it is further deemed advisable that the offer, sale and issue of
     such shares be effectuated in such a manner that qualified shareholders may
     receive the benefits of Section 1244 of the Internal Revenue Code of 1954;

     NOW, THEREFORE, BE IT RESOLVED that the incorporator shall and does hereby
     agree to accept subscriptions at Cleveland, Ohio for the purchase of the
     stock of the Corporation and to sell and issue up to 100 shares of the
     Common stock of the Corporation in a total dollar amount of not more than
     $500.00 at $5.00 per share payable in cash or other property (other than
     stock or securities) during the period of twenty-three (23) months from the
     date hereof or to the date when the Corporation shall make a subsequent
     offering of any stock, whichever date shall first occur.


                                        1701 07 SERVICE CORPORATION

                                        /s/ Roger W. Van Deusen
                                        --------------------------------------
                                        ROGER W. VAN DEUSEN, Vice President
                                                  Incorporator



                          PROCEEDINGS OF INCORPORATOR

     In accordance with the foregoing order, the following subscriptions were
received:

                                SUBSCRIPTION(S)

     The undersigned hereby subscribe(s) for the number of shares of the
Corporation set forth below and to pay therefor the consideration fixed by the
incorporator(s):



- -------------------------------------------------------------------------------
      DATE                      NAME                                   SHARES
- -------------------------------------------------------------------------------
                                                                
September 15, 1986                                                      -100-
                         SCANDINAVIAN HEALTH SPA, INC.



                          PROCEEDINGS OF INCORPORATOR

                                       OF

                      SCANDINAVIAN US SWIM & FITNESS, INC.

- --------------------------------------------------------------------------------
                 RECEIPT OF SUBSCRIPTION(S) AND CERTIFICATE OF
                          PROCEEDINGS OF INCORPORATOR
- --------------------------------------------------------------------------------

     The undersigned, incorporator of the Corporation, has received
subscriptions for shares in an amount at least equal to the stated capital set
forth in the Articles of Incorporation as that with which the Corporation will
begin business.

     The incorporator further certifies that:

     (a)  In accordance with Section 1701.01(f) of the Ohio Revised Code, the
          subscriber(s) aforesaid is/are the only shareholder(s) in fact.

     (b)  The foregoing pages constitute a true and complete record of the
          minutes of the proceedings of the incorporator in the organization
          of the Corporation.

Dated at Cleveland, Ohio, the 25th day of August, 1986.

                                   1701.07 SERVICE CORPORATION


                                   /s/ Roger W. Van Deusen
                                   -----------------------------------------
                                   ROGER W. VAN DEUSEN, Vice President
                                                        Incorporator

EX-3.92

                                                                    Exhibit 3.92

                              CODE OF REGULATIONS
                              -------------------

                                       OF

                      SCANDINAVIAN US SWIM & FITNESS, INC.
                      ------------------------------------

                                   CHAPTER I
                                   ---------

                               SHARE CERTIFICATES
                               ------------------

1.01 Form of Certificates and Signatures
- ----------------------------------------

     Each holder of shares shall be entitled to one or more certificates, signed
by the Chairman of the Board or the President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer of
the Corporation, which shall certify the number and class of shares held by him
in the Corporation, but no certificate for shares shall be executed or delivered
until such shares are fully paid. When such a certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of said officers
of the Corporation may be facsimile, engraved, stamped, or printed. Although any
officer of the Corporation whose manual or facsimile signature is affixed to
such a certificate ceases to be such officer before the certificate is
delivered, such certificate nevertheless shall be effective in all respects when
delivered.

1.02 Transfer of Shares
- -----------------------

     Shares of the Corporation shall be transferable upon the books of the
Corporation by the holders thereof, in person, or by a duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares of
the same class or series, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
the signatures to such assignment and power of transfer as the Corporation or
its agents may reasonably require.

1.03 Lost, Stolen, or Destroyed Certificates
- --------------------------------------------

     The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it and alleged to have been lost, stolen, or
destroyed, and the Board of Directors may, in its discretion, require the owner,
or his legal representatives, to give the Corporation a bond containing such
terms as the Board of Directors may require to protect the Corporation or any
person injured by the execution and delivery of a new certificate.



1.04  Transfer Agent and Registrar

     The Board of Directors may appoint, or revoke the appointments of transfer
agents and registrars and may require all certificates for shares to bear the
signatures of such transfer agents and registrars, or any of them.

                                   CHAPTER II

                                  SHAREHOLDERS

2.01  Annual Meetings

     "2.01 Annual Meetings. The annual meeting of shareholders of the
     Corporation for the election of Directors, the consideration of reports to
     be laid before such meeting, and the transaction of such other business as
     may be properly brought before such meeting shall be held at the principal
     office of the Corporation, or at such other place, date and time, within or
     outside the state of Ohio, as may be designated by the Board of Directors."

2.02  Special Meetings

     A special meeting of the shareholders may be called by the President, or
by any two Directors, or by shareholders representing 25% of the outstanding
shares of the Corporation entitled to vote thereat. The call for each special
meeting shall specify the time, place (which may be within or without the State
of Ohio) and purpose or purposes thereof, and no other business other than that
specified in said call shall be considered at such meeting.

2.03  Notice of Meetings

     A written notice of every meeting of the shareholders (including the annual
meeting), stating the time, place and purposes thereof, shall be given by or at
the direction of the President, the Secretary or the officer or persons calling
the meeting, to each shareholder of record entitled to notice of the meeting not
less than seven nor more than sixty days before such meeting. All notices with
respect to any shares to which persons are jointly entitled may be given to that
one of such persons who is first named upon the books of the Corporation and
notice so given shall be sufficient notice to all the holders of such shares.
Such notice shall be deemed to be sufficiently delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the records of the Corporation with postage thereon prepaid.


2.04 Waiver of Notice

     A written waiver, signed by a shareholder, of notice of a shareholders'
meeting, whether executed before, at or after such meeting, shall be equivalent
to giving such notice. Attendance by a shareholder at a shareholders' meeting,
without objection prior to or at the commencement of such meeting, shall
constitute a waiver by him of notice of such meeting.

2.05 Closing of Books and Fixing Record Date

     The Board of Directors may determine the record date for the determination
of which persons are entitled to notices, dividends, distributions, rights and
the like, but said record date shall not be a date earlier than the date on
which the record date is fixed and shall not be more than sixty days preceding
the date of the meeting of shareholders or the date fixed for the payment of
dividends or distributions or the exercise of any rights. The Board of
Directors may close the stock record book against transfers of shares during
the whole or any part of such period.

2.06 Quorum, Adjournment

     At any meeting of the shareholders, the holders of a majority of the
shares entitled to vote then issued and outstanding, whether present in person
or represented by proxy, shall constitute a quorum. If a quorum shall not be
present or represented at any meeting of the shareholders, those shareholders
present or represented shall have the power, without notice other than
announcement at a meeting, to adjourn the meeting until a quorum shall be
present or represented. At such adjourned meeting at which a quorum is present
or represented any business may be transacted as might have been if the quorum
had been present at the originally scheduled meeting. The Corporation shall
not, directly or indirectly, vote any shares issued by it and thereafter
acquired and owned by it and not retired, and such shares shall not be
considered issued and outstanding in computing the number of shares entitled to
vote at any meeting of shareholders.

2.07 Voting

     Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the Ohio Revised Code, each
questions properly before any meeting of the shareholders at which a quorum is
present shall be decided by a vote of the holders of a majority of the shares
entitled to vote which are present or represented at such meeting.


2.08 Action by Written Consent

     Any action which may be authorized or taken at a meeting of the
shareholders, may be taken or authorized without a meeting by writing or
writings signed by all of the shareholders, which writing or writings shall be
filed with or entered upon the records of the Corporation.

2.09 Proxies

     Persons entitled to vote shares or to act with respect to shares may vote
or act in person or by proxy. Holders of proxies need not be shareholders.
Unless the writing appointing a proxy otherwise provides, the presence at a
meeting of the person having appointed a proxy shall not operate to revoke such
appointment. Notice to the Corporation in writing or at an open meeting, of the
revocation of a proxy shall not affect any vote or act previously taken.

2.10 Approval and Ratification of Acts of Officers or Board of Directors

     Any contract, act or transaction, prospective or past, of the Corporation,
or of the Board of Directors, or of the officers, may be approved or ratified
by the affirmative vote at a meeting of shareholders, or by written consent,
with or without a meeting, of the holders of record of shares entitling them to
exercise a majority of voting power of the Corporation, and such approval or
ratification shall be as valid and binding as though affirmatively voted for or
consented to by every shareholder of the Corporation.

2.11 Restrictions on Transfer of Shares

     Shares of the Corporation may be restricted as to transfer by provision
therefor in the Articles of Incorporation, or by an appropriate action or
agreement executed by the shareholders.

                                  CHAPTER III

                                   DIRECTORS

3.01 Number of Directors

"3.01 Number of Directors. The number of Directors shall be at least three (3),
but no more than twenty (20). The number of directors shall be fixed or changed
at a meeting of the shareholders called for the purpose of fixing the number of
Directors or of electing Directors at which a quorum is present, by the vote of
the holders of a majority of the shares represented at a meeting and entitled
to vote on such proposal."

3.02 Election and Term

     Directors shall be elected at the annual meeting of shareholders or a
special meeting called for that purpose. Each director who shall be elected
shall serve until the next annual meeting of shareholders and shall hold office
until his successor is elected or until his death, resignation or removal.

3.03 Authority

     All the authority of the Corporation shall be exercised by the Board of
Directors, except as otherwise provided by the Articles of Incorporation, this
Code of Regulations or the Ohio Revised Code.

3.04 Place of Meeting

     The Board of Directors may hold its meetings at such place or places
within or without the State of Ohio, as the Board may, from time to time,
determine.

3.05 Annual Meetings

     An annual meeting of the Board of Directors shall be held immediately
following the annual meeting of shareholders. No prior notice of such meeting
shall be required.

3.06 Special Meetings

     Special meetings of the Board of Directors may be called by the President,
Chairman of the Board, or any two members of the Board of Directors.

3.07 Notice of Meeting

     Written notice of the time and place of each special meeting of the Board
of Directors shall be given at or by the direction of the President or the
Secretary to each Director, either by personal delivery or by mail, telegram or
cablegram, at least two days before the meeting. Such notice need not specify
the purposes of such meeting. The attendance of any Director at any meeting
without protesting, prior to or at the commencement of said meeting, the lack of
proper notice shall be deemed to be a waiver by him of notice.

3.08 Quorum

     A majority of the number of Directors then fixed shall constitute a quorum
for the transaction of business.


3.09 Voting

     Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the Ohio Revised Code, each
question, properly before any meeting of the Directors at which a quorum is
present shall be decided by a vote of a majority of the Directors who are
present.

3.10 Action by Written Consent

     Any action which may be authorized or taken at a meeting of the Board of
Directors, may be authorized or taken without a meeting by a writing or
writings signed by all of the Directors, which writing or writings shall be
filed with or entered upon the records of the Corporation.

3.11 Resignation

     Any Director may resign at any time by giving notice to the Board of
Directors or the President or Secretary, and such resignation shall be deemed
to take effect upon its receipt by the person or persons to whom addressed,
unless some other time is specified therein.

3.12 Vacancy

     In case of any vacancy in the Board of Directors, through death, insanity,
bankruptcy, resignation or disqualification, or through removal as provided in
the Ohio Revised Code, the remaining Directors, though less than a majority of
the whole authorized number of Directors, may, by the vote of a majority of
their number, elect a successor to hold office for the unexpired portion of the
term of the Director whose place shall be vacant, and until his successor is
elected.

3.13 Vacancy Deemed to Exist

     A vacancy within the meaning of Section 3.12 shall also be deemed to exist
if, at any time, the shareholders increase the authorized number of Directors
and do not, at the same meeting or at any adjournment thereof, elect the
necessary additional Director or Directors.


3.14 Compensation

     The Board of Directors may, by the affirmative vote of a majority of those
in office and irrespective of any persons interested therein, establish
reasonable compensation for service as a Director which may include
profit-sharing, pension, disability and death benefits and may provide for
the reimbursement of expenses incurred by a Director in the discharge of his
duties.

3.15 Attendance at Meetings of Persons Who Are Not Directors

     Unless waived by a majority of Directors in attendance, not less than
twenty-four (24) hours before any regular or special meeting of the Board of
Directors, any Director who desires the presence at such a meeting of not more
than one (1) person who is not a Director shall so notify all other Directors,
request the presence of such person at the meeting, and state the reason in
writing. Such person will not be permitted to attend a Directors' meeting
unless a majority of the Directors in attendance vote to admit such person to
the meeting. Such vote shall constitute the first order of business for any
such meeting of the Board of Directors. Such right to attend, whether granted
by waiver or vote, may be revoked at any time during any such meeting by the
vote of the majority of the Directors in attendance.

                                   CHAPTER IV

                                   COMMITTEES

4.01 Designation of Executive Committee

     The Board of Directors may designate three or more Directors to constitute
the Executive Committee. No member of the Executive Committee shall continue to
be a member thereof after he ceases to be a Director of the Corporation. The
Board of Directors shall have the power at any time to increase or decrease
the number of members of the Executive Committee (but in no event no less than
three), to fill vacancies thereon, to remove any member thereof, and to change
the functions or terminate the existence thereof.

4.02 Powers of the Executive Committee

     During the intervals between meetings of the Board of Directors, and
subject to such limitations as may be required by law or by resolution of the
Board of Directors, the Executive Committee shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
provided, however, it shall not have the power to fill vacancies occurring in
the Board of Directors or in any committee. The Executive Committee may also
from time to time formulate and recommend to the Board of Directors for approval
general policies regarding the management of the business and affairs of the
Corporation.


4.03 Other Committees

     The Directors may from time to time create any other committee or
committees of Directors to act in the intervals between meetings of the
Directors and may delegate to such committee or committees any of the authority
of the Directors other than that of filling vacancies among the Directors in any
committee of the Directors. No committee shall consist of less than three (3)
Directors. The Directors may appoint one or more Directors as alternate members
of any such committee, who may take the place of any absent member or members at
any meeting of any such committee.

4.04 Procedure; Meetings; Quorum

     Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Directors pursuant to this chapter
shall constitute a quorum at any meeting thereof, and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act
of such committee. Action may be taken by any committee, without a meeting by a
writing or writings signed by all of its members. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Directors and the rules
prescribed by this Code of Regulations, and shall keep a written record of all
action taken by it.

                                   CHAPTER V

                                    OFFICERS

5.01 Officers

     This Corporation may have a Chairman of the Board, a Chairman of the
Executive committee and shall have a President (all of whom shall be Directors),
a Secretary, and a Treasurer. The Corporation may also have one or more Vice
Presidents and Vice Chairmen and such other officers and assistant officers as
the Directors may deem necessary. By designating a person to serve as an officer
of the Corporation, the Directors shall be deemed to have considered such office
necessary and to have established such office in accordance with this Section.

5.02 Election, Term and Qualification

     The officers shall be elected at the annual meeting of the Board of
Directors, or as soon thereafter as possible. Each such officer shall serve
until the next annual meeting of the Board of Directors and until his successor
is elected, or until his death, resignation or removal.



5.03 Resignation

     An officer may resign at any time by giving notice to the Board of
Directors, the President or the Secretary. Such notice shall be effective when
received by the person or persons to whom directed, unless some other time is
specified therein.

5.04 Removal

     Any officer may be removed, with or without cause, by the Board of
Directors without prejudice to the contract rights of such officer. The election
of an officer for a given term and the provisions of this Code of Regulations
with respect to term of office shall not be deemed to create contract rights.

5.05 Vacancy

     The Board of Directors may fill any vacancy in any office occurring by
whatever reason.

5.06 Authority and Duties of Officers

     The President shall be the chief executive officer of the Corporation.
Subject to the foregoing, the officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to their
respective offices, subject always to the directions of the Board of Directors,
or as may be specified from time to time by the Board of Directors regardless of
whether such authority and duties are customarily incident to such office.
Unless otherwise provided by the Board of Directors, if the Corporation has a
Vice Chairman of the Board his sole duty shall be to preside at meetings in the
absence of the Chairman of the Board.

5.07 Compensation

     The Board of Directors may, irrespective of any personal interest of any of
them, establish reasonable compensation of officers, which may include
profit-sharing, pension, disability and death benefits, for services and may
provide for reimbursement for expenses incurred by an officer of the Corporation
in the discharge of his duties.




                                   CHAPTER VI

              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

6.01 Costs Incurred

     (i) Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the general corporation law of Ohio,
the Corporation may indemnify or agree to indemnify a director, officer, or
employee, or a former director, officer, or employee, or any person who is
serving or has served at its request as a director, officer or employee of
another corporation against expenses actually and necessarily incurred by him in
connection with the defense of any pending or threatened action, suit or
proceeding, criminal or civil, to which he is or may be made a party by reason
of being or having been such director, officer, or employee provided (a) he is
adjudicated or determined not to have been negligent or guilty of misconduct in
the performance of his duty to the corporation of which he is a director,
officer or employee; (b) he is determined to have acted in good faith in what he
reasonably believed to be the best interest of such corporation; and, (c) in any
matter the subject of a criminal action, suit or proceeding, he is determined to
have had no reasonable cause to believe that his conduct was unlawful. The
determination as to (b) and (c) and, in the absence of an adjudication as to (a)
by a Court of competent jurisdiction, the determination as to (a) shall be made
by the directors of the indemnifying corporation acting at a meeting at which a
quorum consisting of directors who are not parties to or threatened with any
such action, suit or proceeding is present. Any director who is a party to or
threatened with any such action, suit or proceeding shall not be qualified to
vote and, if for this reason a quorum of directors cannot be obtained to vote on
such indemnification, no indemnification shall be made except in accordance with
Section (2)(i) or paragraph 6.02.

     (ii) A corporation, pursuant to its articles, its regulations, or any
agreement authorized or a resolution adopted by the shareholders at a meeting
held for such purpose by the affirmative vote of the holders of shares entitling
them to exercise a majority of the voting power of the corporation on such
proposal or authorized or adopted without a meeting by the written consent of
the holders of shares entitling them to exercise two-thirds of the voting power
on such proposal, may indemnify or agree to indemnify such director, officer, or
employee against expenses, judgments, decrees, fines, penalties, or amounts paid
in settlement in connection with the defense of any pending or threatened
action, suit or proceeding, criminal or civil, to which he is or may be made a
party by reason of being or having been such director, officer, or employee,
provided a determination is made by the directors in the manner set forth in
Section (i) of this section or is


made by or in accordance with a method established by the articles, the
regulations, such agreement, or such resolution (a) that such director,
officer, or employee was not, and has not been adjudicated to have been,
negligent or guilty of misconduct in the performance of his duty to the
corporation of which he is a director, officer, or employee, (b) that he acted
in good faith in what he reasonably believed to be the best interest of such
corporation, and (c) that in any matter the subject of a criminal action, suit
or proceeding, he had no reasonable cause to believe that his conduct was
unlawful.

6.02 Non-Exclusive
- ------------------

     The foregoing right of indemnification shall not be deemed exclusive and
shall be in addition to any rights to which any Director, officer or employee,
or former Director, officer, or employee may otherwise be entitled as a matter
of law or equity and is not in restriction or Limitation of any other privilege
or power which the Corporation may have with respect to the indemnification or
reimbursement of Directors, officers, or employees under the Articles of
Incorporation, the Code of Regulations, any agreement, any insurance purchased
by the Corporation, vote of the shareholders or otherwise.

6.03 Successors
- ---------------

     All rights of indemnification shall inure to the benefit of the heirs,
executors or administrators of each such Director, officer, or employee, or any
other person who is serving or has served at its request as a Director, officer
or employee of another corporation.

- --------------------------------------------------------------------------------

                                  CHAPTER VII

                                     AGENDA

7.01 Agenda for Meeting of Shareholders
- ---------------------------------------

     a) Call meeting to order.

     b) Selection of Chairman and/or Secretary.

     c) Proof of notice of meeting.

     d) Roll call including filing of proxies with Secretary.

     e) Upon demand, appointment of inspectors of election.

     f) Reading and disposition of previously unapproved minutes.

     g) Reports of officers and committees.

     h) If an annual meeting, or special meeting called for that purpose,
        election of Directors.

     i) Unfinished business.

     j) New business.

     k) Adjournment.

7.02 Agenda for Meeting of Directors

     a) Call to order.

     b) Proof of notice of meeting.

     c) Roll Call.

     d) Reading and disposition of previously unapproved minutes.

     e) Consideration in sequence of all matters set forth in the call for
        written notice of meeting.

     f) Reports of officers and committees.

     g) Unfinished business.

     h) New business.

     i) Adjournment.

                                  CHAPTER VIII

                             EMERGENCY REGULATIONS

8.01 Special Rules in the Event of Emergency

     The following special rules shall be applicable when the Governor of Ohio
or any other person lawfully exercising the power and discharging the duties of
the office of the Governor of Ohio, proclaims that an attack on the United
States or any nuclear, atomic, or other disaster has caused an emergency. Said
rules are as follows:

     1) Meetings of the Directors may be called by an officer or Director.

     2) Notice of the time and place of each meeting of the Directors shall be
        given to such of the Directors as it may be feasible to reach at the
        time and by such means of communication, written or oral, personal or
        mass, as may be practicable at the time.



3)   The Director of Directors present at any meeting of the Directors which has
     been duly called and notice of which has been duly given shall constitute a
     quorum for such meeting, and, in the absence of one or more of the
     Directors, the Director or Directors present may appoint one or more of the
     officers of the Corporation Directors for such meeting.

4)   In the event that none of the Directors attend a meeting of the Directors
     which has been duly called and notice of which has been duly given, the
     officers of the corporation who are present, not exceeding three, in order
     of rank, shall be Directors for such meeting, shall constitute a quorum for
     such meeting, and may appoint one or more of the other officers of the
     corporation Directors for such meeting.

5)   If the chief executive officer dies, is missing, or for any other reason is
     temporarily or permanently incapable of discharging the duties of his
     office, the next ranking officer who is available shall assume the duties
     and authority of the office of such deceased, missing, or incapacitated
     chief executive officer until such time as the Directors shall otherwise
     order.

6)   The offices of Secretary and Treasurer shall be deemed to be of equal rank
     and, within the same office and as between the offices of Secretary and
     Treasurer, rank shall be determined by priority in time of the first
     election to the office or, if two or more persons shall have been first
     elected to the office at the same time, by seniority in age.

                                   CHAPTER IX

                                 MISCELLANEOUS

9.01 Seal

     If the Board of Directors shall so order, the Corporation shall have a
Seal, which shall be circular in form and mounted upon a metal die. About the
upper periphery shall appear the name of the Corporation and about the lower
periphery the word "Ohio". In the center of the Seal shall appear the words
"Corporate Seal". The failure to affix the Seal though ordered by the Board of
Directors shall in no event affect the validity of any instrument.


9.02 Endorsement of Stock Certificates

     Unless otherwise ordered by the Board of Directors, any share or shares of
stock issued by any corporation and owned by the Corporation (including
reacquired shares of stock of the Corporation) may, for sale or transfer, be
endorsed in the name of the Corporation by the President or one of the vice
presidents and attested by the Secretary or an Assistant Secretary, either with
or without affixing thereto the corporate Seal.

9.03 Voting Upon Shares Held by the Corporation

     Unless otherwise ordered by the Board of Directors, the President in person
or by proxy or proxies appointed by him shall have full power and authority on
behalf of the Corporation to vote, act and consent with respect to any shares
issued by other corporations which the Corporation may own, which may be held in
the Corporation's name or as to which the Corporation may otherwise have the
right to vote, act or consent.

9.04 Deposits

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such depositories as the Board
of Directors may select.

9.05 Checks, Drafts, etc.

     All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as the Board of Directors may determine.

                                   CHAPTER X

                                   AMENDMENTS

10.01 Amendment of Code of Regulations

     The Code of Regulations may be amended or repealed and new amendments may
be adopted by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation, or by action by
written consent of a like number of shareholders.


                                   CHAPTER XI

                                  CONSISTENCY

11.01 Consistency with Articles of Incorporation

     If any provision of these regulations shall be inconsistent with the
Corporation's Articles of Incorporation (and as they may be amended from time
to time), the Articles of Incorporation shall govern.

                                  CHAPTER XII

                                    HEADINGS

12.01 Section Headings

     The headings contained in this Code of Regulations are for reference
purposes only and shall not be construed to be part of and/or shall not affect
in any way the meaning or interpretation of this Code of Regulations.

EX-3.93

N. Y. S. DEPARTMENT OF STATE
DIVISION OF CORPORATIONS AND STATE RECORDS                 ALBANY, NY 12231-0001

                                                                    EXHIBIT 3.93

                                 FILING RECEIPT
================================================================================
ENTITY NAME: SOHO HO LLC

DOCUMENT TYPE: ARTICLES OF ORGANIZATION (DOM LLC)                   COUNTY: NEWY

SERVICE COMPANY: ESQUIRE CORPORATE NETWORKS, INC.             SERVICE CODE: 17 *

================================================================================
FILED: 05/21//1999 DURATION: 12/31/2039 CASH#:990521000859 FILM #:990521000848

ADDRESS FOR PROCESS                                                   EXIST DATE
- -------------------                                                   ----------
C/O THE LLC                                                           05/21/1999
623 BROADWAY
NEW YORK, NY 10012

REGISTERED AGENT
- ----------------


                  [STATE OF NEW YORK DEPARTMENT OF STATE SEAL]


THIS FILING HAS AN ASSOCIATED PUBLICATION REQUIREMENT. THE NEWSPAPERS IN WHICH
THIS PUBLICATION IS TO BE MADE ARE DESIGNATED BY THE COUNTY CLERK OF THE COUNTY
IN WHICH THE ENTITY'S OFFICE IS LOCATED. CONTACT THE RESPECTIVE COUNTY CLERK
FOR FURTHER INFORMATION.

================================================================================


FILER                                FEES        210.00      PAYMENTS     210.00
- -----                                ----                    --------
                                                              
                                     FILING      200.00      CASH           0.00
JODIE SKIBINSKY                      TAX           0.00      CHECK          0.00
ESQUIRE CORPORATE NETWORKS           CERT          0.00      CHARGE         0.00
41 STATE STREET, SUITE 515           COPIES       10.00      DRAWDOWN       0.00
ALBANY, NY 12207                     HANDLING      0.00      BILLED       210.00
                                                             REFUND         0.00
                                                             ------


================================================================================


                                                                        ESQ - 17

                            ARTICLES OF ORGANIZATION

                                  SOHO HO LLC

             under Section 203 of the Limited Liability Company Law

     (1) The name of the Limited Liability Company is:

                                  SOHO HO LLC

     (2) The county within this state in which the office of the Limited
Liability Company is to be located is New York.

     (3) The latest date on which the Limited Liability Company is to dissolve
is December 31, 2039.

     (4) The Secretary of State of the State of New York is designated as the
agent of the Limited Liability Company upon whom process against it may be
served, and the post office address, within or without this state, to which the
Secretary of State shall mail a copy of any process against the Limited
Liability Company served upon him or her is:

                                  C/O The LLC
                                  623 Broadway
                            New York, New York 10012

     (5) The Limited Liability Company is to be managed by one (1) or more
managers.

     (6) The Limited Liability Company shall have the power to indemnify, to the
fullest extent permitted by the LLCL, as it may be amended, from time to time,
all persons whom it is permitted to indemnify pursuant thereto.

Dated: May 21, 1999

                      CRUNCH A.P. CORP., MANAGER, ORGANIZER

                               By:
                                   s/ Douglas Levine
                                   ------------------------
                                        Douglas Levine
                                          President


                                       1

                                                                          ESQ-17

                          ARTICLES OF ORGANIZATION OF

                                  SOHO HO LLC

             under Section 203 of the Limited Liability Company Law






















- -------------------------------------------------------------------------------



                                            Filed By: Jodie Skibinsky
                                                      Esquire Corporate Networks

                                                      41 State Street, Suite 515
                                                      Albany, New York 12207

BILLED

EX-3.94

                                                                    EXHIBIT 3.94

                    AMENDED AND RESTATED OPERATING AGREEMENT

         THIS AMENDED AND RESTATED OPERATING AGREEMENT (the "Amended and
Restated Agreement") of SOHO HO LLC (the "Company") is made effective as of
September 24, 2003 by its sole Member Crunch Fitness International, Inc., a
Delaware corporation, who shall be referred to hereinafter as the Member.

         Articles of Organization for the Company were filed in the Office of
the New York Secretary of State on May 21, 1999. This Amended and Restated
Agreement hereby amends and supercedes any and all prior operating agreements of
the Company.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the individuals and entities signing this
Agreement below agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1      Definitions. In this Agreement, the following terms shall have
the meanings set forth below:

                  (a)      "Articles of Organization" shall mean the Articles of
Organization of the Company filed or to be filed with the New York Secretary of
State, as they may from time to time be amended.

                  (b)      "Capital Account" as of any date shall mean the
Capital Contribution to the Company by a Member, adjusted as of such date
pursuant to of this Agreement.

                  (c)      "Capital Contribution" shall mean any contribution by
a Member to the capital or the Company in cash, property or services rendered or
a promissory note or other obligation to contribute cash or property or to
render services.

                  (d)      "Code" shall mean the Internal Revenue Code of 1986,
as amended, or any superseding federal revenue statue.

                  (e)      "Company" shall refer to SOHO HO LLC.

                  (f)      "Distribution" means any cash and other property paid
to a Member by the Company from the operations of the Company.

                  (g)      "Fiscal Year" shall mean the fiscal year of the
Company, which shall be the year ending December 31.




                  (h)      "Managers" shall mean each Person designated in
Section 4.3 of this Amended and Restated Agreement as a manager of the Company,
or any Person who is appointed as a Manager in accordance with the provisions of
this Amended and Restated Agreement.

                  (i)      "Member" shall mean Crunch Fitness International,
Inc., and each Person who or which may hereafter become a party to this Amended
and Restated Agreement.

                  (j)      "Membership Interests" shall mean with respect to the
Company the value of all Capital Contributions and with respect to any Member
the ratio of the value of the Capital Contribution of such Member to the
aggregate value of all Capital Contributions.

                  (k)      "Net Losses" shall mean the losses of the Company, if
any; determined in accordance with generally accepted accounting principles
employed under the cash method of accounting.

                  (1)      "Net Profits" shall mean the income of the Company,
if any, determined in accordance with generally accepted accounting principles
employed under the cash method of accounting.

                  (m)      "New York Act" shall mean the New York State Limited
Liability Company Law.

                  (n)      "Person" shall mean any corporation, governmental
authority, limited liability company, partnership, trust, unincorporated
association or other entity.

                  (o)      "Selling Member" shall mean a Member desiring to sell
a Membership Interest.

                  (p)      "Treasury Regulations" shall mean all proposed,
temporary and final regulations promulgated under the Code as from time to time
in effect.

                                   ARTICLE II
                                  ORGANIZATION

         2.1      Formation. One or more Persons has acted to form a limited
liability company by preparing, executing and filing with the New York Secretary
of State the Articles of Organization pursuant to the New York Act.

         2.2      Name. The name of the Company is SOHO HO LLC.

         2.3      Principal Place of Business. The principal place of business
of the Company within the State of New York shall be located at 623 Broadway,
New York, New York 10012. The Company may establish any other places of business
as the Managers may from time to time deem advisable.

         2.4      Term. The term of the Company shall be forty (40) years from
the date of filing


                                       2



of the Articles of Organization with the New York Secretary of State, ending on
December 31, of that year, unless the Company is dissolved sooner pursuant to
this Amended and Restated Agreement or the New York Act.

         2.5      Purposes. The Company is formed for any lawful business
purpose or purposes.

                                   ARTICLE III
                                     MEMBERS

         3.1      Initial Member. The sole initial Member of the Company is
Crunch Fitness International, Inc., a Delaware corporation.

         3.2      Additional Members. A Person may be admitted as a member after
the date of this Amended and Restated Agreement upon the vote or written consent
of a majority of Membership Interests.

         3.3      Books and Records. The Company shall keep books and records of
accounts and minutes of all meetings of the Members. Such books and records
shall be maintained on a cash basis in accordance with this Amended and Restated
Agreement.

         3.4      Information. Each Member may inspect during ordinary business
hours and at the principal place of business of the Company the Articles of
Organization, this Amended and Restated Agreement, the minutes of any meeting of
the Members and any tax returns of the Company for the immediately preceding
three Fiscal Years.

         3.5      Limitation of Liability. Each Member's liability shall be
limited as set forth in this Amended and Restated Agreement, the New York Act
and other applicable law. A Member shall not be personally liable for any
indebtedness, liability or obligation of the Company, except that such Member
shall remain personally liable for the payment of his or her Capital
Contribution of such Member and as otherwise set forth in this Amended and
Restated Agreement, the New York Act and any other applicable law.

         3.6      Sale of All Assets. The Member shall have the right, by the
vote or written consent of at least two-thirds of all Membership Interests, to
approve the sale, lease exchange or other disposition of all or substantially
all of the assets of the Company.

         3.7      Priority and Return of Capital. No Member shall have priority
over any other Member, whether for the return of a Capital Contribution or for
Net Profits, Net Losses, or a Distribution; provided, however, that this Section
shall not apply to loan or other indebtedness (as distinguished from a Capital
Contribution) made by a Member to the Company.

         3.8      Liability of a Member to the Company. A Member who or which
rightfully receives the return of any portion of a Capital Contribution is
liable to the Company only to the extent now or hereafter provided by the New
York Act. A Member who or which receives a Distribution made by the Company in
violation of this Amended and Restated Agreement or made when the Company's
liabilities exceed its assets (after giving effect to such Distribution)


                                       3


shall be liable to the Company of the amount of such Distribution.

         3.9      Financial Adjustments. No Member admitted after the date of
this Amended and Restated Agreement shall be entitled to any retroactive
allocation of losses, income or expense deductions incurred by the Company. The
Managers may, at the discretion of the Managers, at the time a Member is
admitted, close the books and records of the Company (as though the Fiscal Year
had ended) or make pro rata allocations of loss, income and expense deductions
to such Member for that portion of the Fiscal Year in which such Member was
admitted in accordance with the Code.

                                   ARTICLE IV
                                   MANAGEMENT

         4.1      Management. Management of the Company shall be vested in the
Managers.

         4.2      Powers of Managers. Except as set forth in this Amended and
Restated Agreement, the Managers shall have power and authority, on behalf of
the Company to (a) purchase, lease or otherwise acquire from, or sell, lease or
otherwise dispose of to, and Person and property, (b) open bank accounts and
otherwise invest the funds of the Company, (c) purchase insurance on the
business and assets of the Company, (d) commence lawsuits and other proceedings,
(e) enter into any agreement, instrument or other writing, (f) retain
accountants, attorneys or other agents and (g) take any other lawful action that
the Managers consider necessary, convenient or advisable in connection with any
business of the Company.

         4.3      Designation of Managers. The initial Managers of the Company
shall be Cary A. Gaan, John W. Dwyer, and Paul A. Toback. The number of Managers
of the Company may be amended from time to time by the vote or written consent
of at least two-thirds of all Membership Interests. Each Manager shall hold
office until a successor shall have been elected and qualified. Managers shall
be elected by the vote or written consent or at least a majority of all
Membership Interests and need not be residents of the State of New York or
Members of the Company.

         4.4      Bind Authority. Unless authorized to do so by this Amended and
Restated Agreement or the Managers, no Person shall have any power or authority
to bind the Company. No Person shall have any power or authority to bind the
Company unless such Person has been authorized by the Managers to act on behalf
of the Company in accordance with the immediately preceding sentence.

         4.5      Liability for Certain Acts. The Managers shall perform their
duties in good faith, in a manner he or she reasonably believes to be in the
best interests of the Company and with such care as an ordinarily prudent person
in a similar position would use under similar circumstances. A Manager who so
performs such duties shall not have any liability by reason of being or having
been a Manager. The Manager shall not be liable to the Company or any Member for
any losses or damage sustained by the Company or any Member, unless the loss or
damage shall have been the result if the gross negligence or willful misconduct
of such Manager. Without limiting the generality of the preceding sentence, a
Manager does not in any way



                                       4


guaranty the return of any Capital Contribution to a Member or a profit for the
Members from the operations of the Company.

         4.6      No Exclusive Duty to Company. The Managers shall not be
required to manage the Company as their sole and exclusive function and they may
have other business interests and may engage in other activities in addition to
those relating to the Company. Neither the Company nor any Member shall have any
right pursuant to this Amended and Restated Agreement to share or participate in
such other business interests or activities or to the income or proceeds derived
therefrom. The Manager as a result of engaging in any other business interests
or activities.

         4.7      Indemnification. The Company shall indemnify and hold harmless
the Managers from and against all claims and demands to the maximum extent
permitted under the New York Act.

         4.8      Resignation. Any Manager may resign at any time by giving
written notice to the Company. The resignation of any Manager shall take effect
upon receipt of such notice or at any later time specified in such notice.
Unless otherwise specified in such notice, the acceptance of the resignation
shall not be necessary to make it effective. The resignation of the Manager who
is also a Member shall not affect the Manager's right as a Member and shall not
constitute a withdrawal of such Member.

         4.9      Removal. Any Manager may be removed or replaced with or
without cause by the vote or written consent of at least a majority of
Membership Interests. The removal of a Manager who is also a Member shall not
affect the Manager's rights as a Member and shall not constitute a withdrawal of
such Member.

         4.10     Vacancies. Any vacancy occurring for any reason in the number
of Managers may be filled by the vote or written consent of at least a majority
of the remaining Managers then in office; provided, however, that if there are
no remaining Managers, each vacancy shall be filled by the vote or written
consent of at least a majority of the Membership Interests. A Manager elected
for fill a vacancy shall be elected for the unexpired term of the Manager's
predecessor in office and shall hold office until the expiration of such term
and until the Manager's successor has been elected and qualified. A Manager's
chosen to fill a position resulting from an increase in the number of Managers
shall hold office until the next annual meeting of Members and until a successor
has been elected and qualified.

         4.11     Salaries. The salaries and other compensation of the Managers
shall be fixed from time to time by the vote or written consent of at least a
majority of the Membership Interests. No Manager shall be prevented from
receiving such a salary or other compensation because such Manager is also a
Member.

         4.12     Officers. The Managers may designate one or more individuals
as officers of the Company, who shall have such titles and exercise and perform
such powers and duties as shall be assigned to them from time to time by the
Managers. Any officer may be removed by the Managers at any time, with or
without cause. Each officer shall hold office until his or her successor is
elected and qualified. Any number of offices may be held by the same individual.

                                       5


The salaries and other compensation of the officers shall be fixed by the
Managers.

                                    ARTICLE V
                               MEETINGS OF MEMBERS

         5.1      Annual Meeting. The annual meeting of the Members shall be
held on each third Tuesday in March or at such other time as shall be determined
by the vote or written consent of the Membership Interests for the purpose of
the transaction of any business as may come before such meeting.

         5.2      Special Meetings. Special meetings of the Members, for any
purpose or purposes, may be called by any Manager or any Member holding not less
that ten percent of the Membership Interests.

         5.3      Place of Meetings. Meetings of the Members may be held at any
place, within or outside the State of New York, for any meeting of the Members
designated in any notice of such meeting. If no such designation is made, the
place of any such meeting shall be the chief executive office of the Company.

         5.4      Notice of Meetings. Written notice stating the place, day and
hour of the meeting indicating that it is being issued by or at the direction of
the person or persons calling the meeting, stating the purpose or purposes for
which the meeting is called shall be delivered no fewer that ten or more than
sixty days before the date of the meeting.

         5.5      Record Date. For the purpose of determining the Members
entitled to notice of or to vote at any meeting of Members or any adjournment of
such meeting, or Members entitled to receive payment of any Distribution, or to
make a determination of Members for any other purpose, the date on which notice
of the meeting is mailed or the date on which the resolution declaring
Distribution is adopted, as the case may be, shall be the record date for making
such a determination. When a determination of Members entitled to vote at any
meeting of Members has been made pursuant to this Section, the determination
shall apply to any adjournment of the meeting.

         5.6      Quorum. Members holding not less than a majority of all
Membership Interests, represented in person or by proxy, shall constitute a
quorum at any meeting of Members. In the absence of a quorum at any meeting of
the Members, a majority of the Membership Interests so represented may adjourn
the meeting from time to time for a period not to exceed sixty days without
further notice. However, if the adjournment is for more than sixty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Member of record entitled
to vote at such meeting. At an adjourned meeting at which a quorum shall be
present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed. The Members present at a
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal during the meeting of Membership Interests whose absence results in
less than a quorum being present.


                                       6


         5.7      Manner of Acting. If quorum is present at any meeting, the
vote or written consent of Members holding not less than a majority of
Membership Interests shall be the act if the Members, unless the vote of a
greater or lesser proportion or number is otherwise required by the New York
Act, the Articles of Organization or this Amended and Restated Agreement.

         5.8      Proxies.

                  (a)      A Member may vote in person or by proxy executed in
writing by the Member or by a duly authorized attorney-in-fact.

                  (b)      Every proxy must be signed by the Member or his or
her attorney-in--fact. No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the Member executing it, except as
otherwise provided in this Section.

                  (c)      The authority of the holder of a proxy to act shall
not be revoked by the incompetence or death of the Member who executed the proxy
unless, before the authority is exercised, written notice of an adjudication of
such incompetence or of such death is received by any Manager.

                  (d)      Except when other provision shall have been made by
written agreement between the parties, the record holder of a Membership
Interest which he, she or it holds as a pledgee or otherwise as security or
which belong to another, shall issue to the pledgor or to such owner of such
Membership Interests, upon demand therefor and payment of necessary expenses
thereof, a proxy to vote or take other action thereon.

                  (e)      A proxy which is entitled "irrevocable proxy" and
which states that it is irrevocable, is irrevocable when it is held by (i) a
pledgee, (ii) a Person who has purchased or agreed to purchase the shares, (iii)
a creditor or creditors of the corporation who extend or continue credit to the
corporation in consideration of the proxy if the proxy states that it was given
in consideration of such extension or continuation or credit, the amount
thereof, and the name of the person extending or continuing credit, (iv) a
Person who has contracted to perform services as an officer of the corporation,
if a proxy is required by the contract of employment, if the proxy states that
it was given in consideration of such contract of employment, the name of the
employee and the period of employment contracted for, or (v) a nominee of any if
the Persons described in clauses (i) - (iv) of this sentence.

                  (f)      Notwithstanding a provision in a proxy, stating that
it is irrevocable, the proxy becomes revocable after the pledge is redeemed, or
the debt of the Company is paid, or the period of employment provided for in the
contract of employment has terminated and, in the case provided for in Section
5.8(e) (iii) or (iv) of this Amended and Restated Agreement, becomes revocable
three years after the date of the proxy or at the end of the period, if any,
specified therein, whichever period is less, unless the period of irrevocability
is renewed from time to time by the execution of a new irrevocable proxy as
provided in this Section. This paragraph does not affect the duration of a proxy
under paragraph (b) of this Section.


                                       7



                  (g)      A proxy may be revoked, notwithstanding a provision
making it irrevocable, by a purchaser of a Membership Interest without knowledge
of the existence of such proxy.

          5.9       Action by Members Without a Meeting.

                  (a)      Whenever the Members of the Company are required or
permitted to take any action by vote, such action may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken shall be signed by the Members who
hold the voting interests have not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all of
the Members entitled to vote therein were present and voted shall be delivered
to the office of the Company, its principal place of business or a Manager,
employee or' agent of the Company. Delivery made to the office of the Company
shall be by hand or by certified or registered mail, return receipt requested.

                  (b)      Every written consent shall bear the date of
signature of each Member who signs the consent, and no written consent shall be
effective to take the action referred to therein unless, within sixty days of
the earliest dated consent delivered in the manner required by this Section to
the Company, written consents signed by a sufficient number of Members to take
the action are delivered to the office of the Company, its principal place of
business or a Manager, employee or agent of the company having custody of the
records of the Company. Delivery made to such office, principal place of
business of Manager, employee or agent shall be by hand or by certified or
registered mail, return receipt requested.

                  (c)      Prompt notice of the taking of the action without a
meeting by less than unanimous written consent shall be given to each Member who
have not consented in writing but who would have been entitled to vote thereon
had such action been taken at a meeting.

         5.10     Waiver of Notice. Notice of a meeting need not be given to any
Member who submits a signed waiver of notice, in person or by proxy, whether
before or after the meeting. The attendance of any Member at a meeting, in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice by him or her.

         5.11     Voting Agreements. An agreement between two or more Members,
if in writing and signed by the parties thereto, may provide that in exercising
any voting rights, the Membership Interest held by them shall be voted as
therein provided, or as they may agree, or as determined in accordance with a
procedure agreed upon by them.


                                   ARTICLE VI
                              CAPITAL CONTRIBUTIONS

         6.1      Capital Contributions. The Member has previously contributed
cash or other assets constituting 100% of all Capital Contributions to the
Company.


                                       8



         6.2      Additional Contributions. No Member without the unanimous
approval of all of the Members shall be required to make any Capital
Contribution.

         6.3      Capital Accounts. A Capital Account shall be maintained for
each Member. Each Member's Capital Account shall be increased by the value of
each Capital Contribution made by the Member, allocations to such Members of the
Net Profits and any other allocations to such Member of income pursuant to the
Code. Each Member's Capital Account will be decreased by the value of each
Distribution made to the Member by the Company, allocations to such Member of
Net Losses and other allocations to such Members pursuant to the Code.

         6.4      Transfers. Upon a permitted sale or other transfer of a
Membership Interest in the Company, the Capital Account of the Member
transferring his, her or its Membership Interests shall become the Capital
Account of the Person to which or whom such Membership Interest is sold or
transferred in accordance with Section 1.704-1(b) (2) (iv) of the Treasury
Regulations.

         6.5      Modifications. The manner in which Capital Accounts are to be
maintained pursuant to this Section is intended to comply with the requirements
of Section 704(b) of the Code. If in the opinion of the Managers the manner in
which Capital Accounts are to be maintained pursuant to this Amended and
Restated Agreement should be modified to comply with Section 704(b) of the Code,
then the method in which Capital Accounts are maintained shall be so modified;
provided, however, that any change in the manner of maintaining Capital Accounts
shall not materially alter the economic agreement between or among the Members.

         6.6      Deficit Capital Account. Except as otherwise required in the
New York Act or this Amended and Restated Agreement, no Member shall have any
liability to restore all or any portion of a deficit balance in a Capital
Account.

         6.7      Withdrawal or Reduction of Capital Contributions. A Member
shall not receive from the Company any portion of a Capital Contribution until
all indebtedness, liabilities of the Company, except any indebtedness,
liabilities and obligations to Members on account of their Capital
Contributions, have been paid or there remains property of the Company, in the
sole discretion of the Managers, sufficient to pay them. A Member, irrespective
of the nature of the Capital Contribution of such Member, has only the right to
demand and receive cash in return for such Capital Contribution.


                                   ARTICLE VII
                          ALLOCATIONS AND DISTRIBUTIONS

         7.1      Allocations of Profits and Losses. The Net Profits and the Net
Losses for each Fiscal Year shall be allocated to each Member in accordance with
the ratio of the value of his, her its Capital Account to the value of all
Capital Accounts in the aggregate.

         7.2      Distributions. The Managers may from time to time, in the
discretion of the Managers, make Distributions to the Members. All Distributions
shall be made to the Members



                                       9


pro rata in proportion to their Membership Interests as of the record date set
for such Distribution.

         7.3      Offset. The Company may offset all amounts owing to the
Company by a Member against any Distribution to be made to such Member.

         7.4      Limitation Upon Distributions. No Distribution shall be
declared and paid unless, after such Distribution is made, the assets of the
Company are in excess of all liabilities of the Company.

         7.5      Interest on and Return of Capital Contributions. No Member
shall be entitled to interest on his, her or its Capital Contribution or to a
return of his, her or its Capital Contribution, except as specifically set forth
in this Amended and Restated Agreement.

         7.6      Accounting Period. The accounting period of the Company shall
be the Fiscal Year.

                                  ARTICLE VIII
                                      TAXES

         8.1      Tax Returns. The Managers shall cause to be prepared and filed
all necessary federal and state income tax returns for the Company. Each Member
shall furnish to the Managers all pertinent information in its possession
relating to Company operations that is necessary to enable the Company's income
tax returns to be prepared and filed.

         8.2      Tax Elections. The Company shall make any election on the
appropriate tax returns that the Managers may deem appropriate and in the best
interests of the Members.

         8.3      Tax Matters Partners. The Managers shall designate one Manager
to be the "tax matters partner" of the Company pursuant to Section 6231 (a) (7)
of the Code. Any Manager who is designated "tax matters partner" shall take any
action as may be necessary to cause each other Member to become a "notice
partner" within the meaning of Section 6223 of the Code.

                                   ARTICLE IX
                                 TRANSFERABILITY

         9.1      General. Except as set forth in this Amended and Restated
Agreement, no Member shall gift, sell, assign, pledge, hypothecate, exchange or
otherwise transfer to another Person any portion of a Membership Interests
without the express written consent of those Members holding at least a majority
of the Membership Interests.

         9.2      Offer to Acquire. If a Member desires to sell a Membership
Interest to another Person, such Member shall obtain from such Person a bona
fide written offer to purchase such Membership Interest, stating the terms and
conditions upon which the purchase is to be made. Such Member shall give written
notification to the other Members of his, her or its intention to sell such
Membership Interest and a copy of such bona fide written offer.


                                       10


         9.3      Right of First Refusal. Each Member other than the Selling
Member, on a basis pro rata to the Membership Interests of each Member
exercising his, her or its right of first refusal, shall have the right to
exercise a right of first refusal to purchase all (but not less than all) of the
Membership Interest proposed to be sold by the Selling Member upon the same
terms and conditions as stated in the bona fide written offer by giving written
notification to the Selling Member of his, her or its intention to do so within
thirty days after receiving written notice from the Selling Member. The failure
of any Member to do so notify the Selling Member of a desire to exercise such
right of first refusal within such thirty-day period shall result in the
termination of such right of first refusal and the Selling Member shall be
entitled to consummate the sale of his, her or its Membership Interest with
respect to which such right of first refusal has not been exercised to the
Person offering to do so pursuant to the bona fide written offer. If the Selling
Member does to sell his, her or its Membership Interest within thirty days after
receiving the right to do so, his, her or its right to do so terminates and the
terms and conditions of this Section shall again be in effect.

         9.4      Closing. If any Member gives written notice to the Selling
Member of his, her or its desire to exercise such right of first refusal and to
purchase all of Selling Member's Interest upon the same terms and conditions as
are stated in the written offer, such Member shall have the right to designate
the time, date and place of closing within ninety days after receipt of written
notification from the Selling Member of the bona fide offer.

         9.5      Transferee Not a Member. No Person acquiring a Membership
Interest pursuant to this Section other than a Member shall become a Member
unless such Person is approved by the unanimous vote or written consent of all
Membership Interests. If no such approval is obtained, such Person's Membership
Interest shall only entitle such Person to receive the distributions and
allocations of profits and losses to which the Member from whom or which such
Person received such Membership Interest would be entitled. Any such approval
may be subject to any terms and conditions imposed by the Members.

         9.6      Effective Date. Any sale of a Membership Interest or admission
of a Member pursuant to this Article shall be deemed effective as of the last
day of the calendar month in which such sale or admission occurs.

                                    ARTICLE X
                                   DISSOLUTION

         10.1     Dissolution. The Company shall be dissolved and its affairs
shall be wound up upon the first to occur of the following:

                  (a)      The latest date on which the Company is to dissolve,
if any, as set forth in the Articles of Organization;

                  (b)      The vote or written consent of at least two-thirds in
interest of all Members; or


                                       11


                  (c)      The bankruptcy, death, dissolutions, expulsion,
incapacity or withdrawal of any Member or the occurrence of any other event that
terminates the continued membership of any Member, unless within one hundred
eighty days after such event the Company is continued by vote or written consent
of a majority in interest of all of the remaining Members.

         10.2     Winding Up. Upon the dissolution of the Company the Managers
may, in the name of and for an on behalf of the Company, prosecute and defend
suits, whether civil, criminal or administrative, sell and close the Company's
business, dispose of and covey the Company's property, discharge the Company's
liabilities and distribute to the Members any remaining assets of the Company,
all without affecting the liability of Members. Upon winding up of the Company,
the assets shall be distributed as follows:

                  (a)      To creditors, including any Member who is a creditor,
to the extent permitted by law, in satisfaction of liabilities of the Company,
whether by payment or by establishment of adequate reserves, other than
liabilities for distributions to Members under Section 507 or Section 509 of the
New York Act;

                  (b)      To Members and former Members in satisfaction of
liabilities for Distributions under Section 507 or Section 509 of the New York
Act; and

                  (c)      To Members first for the return of their Capital
Contributions, to the extent not previously returned, and second respecting
their Membership Interests, in the proportions in which the Members share in
Distributions in accordance with this Amended and Restated Agreement.

         10.3     Articles of Dissolution. Within ninety days following the
dissolution and the commencement of winding up of the Company, or at any other
time there are no Members, articles of dissolution shall be filed with the New
York Secretary of State pursuant to the New York Act.

         10.4     Deficit Capital Account. Upon a liquidation of the Company
within the meaning of Section 1.704-1(b) (2) (ii) (g) of the Treasury
Regulations, if any Member has a Deficit Capital Account (after giving effect to
all contributions, distributions, allocations and other adjustments for all
Fiscal Years, including the Fiscal Year in which such liquidation occurs), the
Member shall have no obligation to make any Capital Contribution, and the
negative balance of any Capital Account shall not be considered a debt owed by
the Member to the Company or to any other Person for any purpose.

         10.5     Nonrecourse to Other Members. Except as provided by applicable
law or as expressly provided in this Amended and Restated Agreement, upon
dissolution, each Member shall receive a return of his, her or its Capital
Contribution solely from the assets of the Company. If the assets of the Company
remaining after the payment or discharge of the debts and liabilities of the
Company is insufficient to return any Capital Contribution of any Member, such
Member shall have no recourse against any other Member.

         10.6     Termination. Upon completion of the dissolution, winding up,
liquidation, and


                                       12


distribution of the assets of the Company, the Company shall be deemed
terminated.

                                   ARTICLE XI
                               GENERAL PROVISIONS

         11.1     Notices. Any notice, demand or other communication required or
permitted to be given pursuant to this Amended and Restated Agreement shall have
been sufficiently given for all purposes if (a) delivered personally to the
party or to an executive officer of the party to whom such notice, demand or
other communication is directed or (b) sent by registered mail, postage
prepaicl, addressed to the Member or the Company at his, her or its address set
forth in this Amended and Restated Agreement. Except as otherwise provided in
this Amended and Restated Agreement, any such notice shall be deemed to be given
three business days after the date on which it was deposited in a regularly
maintained receptacle for the deposit of United States mail, addressed and sent
as set forth in this Section.

         11.2     Amendments. This Amended and Restated Agreement contains the
entire agreement among the Members with respect to the subject matter of this
Amended and Restated Agreement, and supersedes each course of conduct previously
pursued or acquiesced in, and each oral agreement and representation previously
made, by the Members with respect thereto, whether or not relied or acted upon.
No course of performance or other conduct subsequently pursued or acquiesced in,
and no oral agreement or representation subsequently made, by the Members,
whether or not relied or acted upon, shall amend this Amended and Restated
Agreement or impair or otherwise affect any Member's obligations pursuant to
this Amended and Restated Agreement or any rights and remedies of a Member
pursuant to this Amended and Restated Agreement.

         No amendment to this Amended and Restated Agreement shall be effective
unless made in a writing duly executed by all Members and specifically referring
to each provision of this Amended and Restated Agreement being amended.

         11.3     Construction. Whenever the singular number is used in this
Amended and Restated Agreement and when required by the context, the same shall
include the plural and vice versa, and the masculine gender shall include the
feminine and neuter genders and vice versa.

         11.4     Headings. The headings in this Amended and Restated Agreement
are for convenience only and shall not be used to interpret or construe any
provision of this Amended and Restated Agreement.

         11.5     Waiver. No failure of a Member to exercise, and no delay by a
Member in exercising, any right or remedy under this Amended and Restated
Agreement shall constitute a waiver of such right or remedy. No waiver by a
Member of any such right or remedy under this Amended and Restated Agreement
shall be effective unless made in a writing duly executed by all Members and
specifically referring to each such right or remedy being waived.

         11.6     Severability. Whenever possible, each provision of this
Amended and Restated Agreement shall be interpreted in such a manner as to be
effective and valid under applicable


                                       13


law. However, if any provision of this Amended and Restated Agreement shall be
prohibited by or invalid under such law, it shall be deemed modified to conform
to the minimum requirements of such law or, if for any reason it is not deemed
so modified, it shall be prohibited or invalid only to the extent of such
prohibition or invalidity without the remainder thereof or any other such
provision being prohibited or invalid.

         11.7     Binding. This Amended and Restated Agreement shall be binding
upon and inure to the benefit of all Members, and each of the successors and
assignees or the Members, except that right or obligation of a Member under this
Amended and Restated Agreement may be assigned by such Member to another Person
without first obtaining the written consent of all other Members.

         11.8     Counterparts. This Amended and Restated Agreement may be
executed in counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same instrument.

         11.9     Governing Law. This Amended and Restated Agreement shall be
governed by, and interpreted and construed in accordance with, the laws of the
State of New York, without regard to principles of conflict of laws.


          IN WITNESS WHEREOF, the individuals and entities signing this Amended
and Restated Agreement below conclusively evidence their agreement to the terms
and conditions of this Amended and Restated Agreement by so signing this Amended
and Restated Agreement.

                                 "MEMBER"

                                  Crunch Fitness International, Inc.

                                  By:  _________________________________
                                       __________________, _____________





                                       14

EX-3.95

                                   DUPLICATE

                                                                    Exhibit 3.95

                                STATE OF GEORGIA

                            [STATE OF GEORGIA SEAL]

                          OFFICE OF SECRETARY OF STATE


     I, Max Cleland, Secretary of State of the State of Georgia, do hereby
certify that


                               "SPORTSLIFE, INC."


has been duly incorporated under the laws of the State of Georgia on the 29th
day of December, 1983, by the filing of articles of incorporation in the office
of the Secretary of State and the fees therefor paid, as provided by law, and
that attached hereto is a true copy of said articles of incorporation.


                           IN TESTIMONY WHEREOF, I have hereunto set my hand and
                   affixed the seal of my office, at the Capitol, in the City of
                                  Atlanta, this 29th day of December in the year
                                of our Lord One Thousand Nine Hundred and Eighty
                              Three and of the Independence of the United States
                                           of America the Two Hundred and Eight.

                                                                 /s/ Max Cleland
                                      ------------------------------------------

                                      SECRETARY OF STATE, EX-OFFICIO CORPORATION
                                      COMMISSIONER OF THE STATE OF GEORGIA




                           ARTICLES OF INCORPORATION

                                       OF

                                SPORTSLIFE, INC.

                                   ARTICLE I.

     The name of the corporation is Sportslife, Inc.

                                  ARTICLE II.

     The corporation shall have perpetual duration.

                                  ARTICLE III.

     The corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.

                                  ARTICLE IV.

     The corporation is a corporation for profit and is organized for the
purpose of engaging in the operation of health clubs.  The corporation likewise
shall have authority to engage in any work, service or pursuit in any manner
ancillary or in aid of its general purposes as stated above.

                                   ARTICLE V.

     The corporation is authorized to carry on any other business whatsoever,
including but not limited to the providing of services capable of being carried
on for profit or calculated directly or indirectly to promote the interest of
the corporation or to enhance the value of its property, and to have, enjoy,
and exercise all of the rights, powers and privileges which are now or which
may hereafter be conferred upon corporations organized under the Georgia
Business Corporation Code pursuant to O.C.G.A. Sec.14-2-21.

                                  ARTICLE VI.

     The corporation shall have the authority to issue not more than One
Million (1,000,000) shares of common stock of one cent ($.01) par value.


                                  ARTICLE VII.

     The corporation shall not commence business until it shall have received
not less than Five Hundred Dollars ($500.00) in payment for the issuance of
shares of stock.

                                 ARTICLE VIII.

     The shareholders of the corporation shall have preemptive rights to
acquire additional shares of the corporate stock in proportion to the then
outstanding shares.

                                  ARTICLE IX.

     The initial registered office of the corporation shall be located at 810-J
Franklin Court, S.E., Marietta, Cobb County, Georgia 30067. The initial
registered agent of the corporation at said office shall be Lyle Ray Irwin, and
his written consent to such appointment is attached to these Articles of
Incorporation.

                                   ARTICLE X.

     The business of the corporation shall be managed by its Board of
Directors, and the initial Board of Directors shall consist of four members who
are:

     Name                                                 Address

     Lyle Ray Irwin                               810-J Franklin Court, S.E.
                                                  Marietta, Georgia 30067

     Richard P. Boggs                             810-J Franklin Court, S.E.
                                                  Marietta, Georgia 30067

     Gerald Alles                                 810-J Franklin Court, S.E.
                                                  Marietta, Georgia 30067

     Louis S. Off                                 810-J Franklin Court, S.E.
                                                  Marietta, Georgia 30067

                                  ARTICLE XI.

     The officers of the corporation shall consist of a President, Vice
President and Secretary/Treasurer. The by-laws shall provide for the filling of
vacancies of any and all of these offices, and the term of office of the
officers and the manner of election thereof. Any additions to the number of
officers shall be made at the discretion of the Board of Directors in accordance

with the provisions set out in the by-laws. The initial officers of the
corporation shall be determined by the Board of Directors at their first
meeting.

                                  ARTICLE XII.

     The Board of Directors of the corporation may, from time to time and in its
discretion, distribute a portion of the assets of the corporation to its
shareholders out of the capital surplus of the corporation.

                                 ARTICLE XIII.

    The Board of Directors may, from time to time and at its discretion, cause
the corporation to purchase its own shares to the extent of unreserved and
unrestricted capital surplus available for said purchase.

                                  ARTICLE XIV.

     The name and address of the incorporator is Lyle Ray Irwin, 810-J Franklin
Court, S.E., Marietta, Cobb County, Georgia 30067.

                                  ARTICLE XV.

     The corporation shall be authorized to issue its stock in accordance with
the appropriate laws and regulations, so as to have its stock issued as Section
1244 Stock, in accordance with the Internal Revenue Code.

     IN WITNESS HWEREOF, the undersigned executes these Articles of
Incorporation.


                                   /s/ Lyle Ray Irwin
                                   ---------------------------------
                                   LYLE RAY IRWIN, Incorporator


                            CONSENT TO APPOINTMENT AS

                                 REGISTERED AGENT

TO: Secretary of State
    Ex-Officio Corporate Commissioner
    State of Georgia
    State Capitol
    Atlanta, Georgia

     I, LYLE RAY IRWIN, do hereby consent to serve as registered agent for the
corporation SPORTSLIFE, INC.

     This 21st day of December, 1983.

                                             /s/ Lyle Ray Irwin
                                             ----------------------------------
                                             LYLE RAY IRWIN
                                             810-J Franklin Court, S.E.
                                             Marietta, Georgia, 30067


                                STATE OF GEORGIA

                            [STATE OF GEORGIA SEAL]

                          OFFICE OF SECRETARY OF STATE

               I, Max Cleland, Secretary of State of the State of
               Georgia, do hereby certify that

based on a diligent search of the records on file in this office, I find that
the name of the following proposed domestic corporation to wit

                               "SPORTSLIFE, INC."

is not identical with or confusingly similar to the name of any other existing
domestic or domesticated or foreign corporation registered in the records on
file in this office or to the name of any other proposed domestic or
domesticated, or foreign corporation as shown by a certificate of the Secretary
of State heretofore issued and presently effective.

     This certificate is in full force and effective for a period and calendar
months from date of issuance. After such period of time, this certificate is
void.

                            In TESTIMONY WHEREOF, I have hereunto set my hand
                            and affixed the seal of my office, at the Capitol,
[STATE OF GEORGIA SEAL]     in the City of Atlanta, this 29th day of DECEMBER,
                            in the year of our Lord One Thousand Nine Hundred
                            and Eighty THREE and of the Independence of the
                            United States of America the Two Hundred and EIGHT


                                     /s/ Max Cleland
                                     -------------------------------------------
                                     SECRETARY OF STATE (ILLEGIBLE)
                                     COMMISSIONER OF THE STATE OF GEORGIA

EX-3.96

                                                                    Exhibit 3.96

                                    BY-LAWS

                                       OF

                                SPORTSLIFE, INC.

                                   ARTICLE I

                                  STOCKHOLDERS

     Section 1.  Place of Stockholders' Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within
or outside the State of Georgia, as may be fixed by the Board of Directors from
time to time or as shall be specified in the respective notices thereof.

     Section 2.  Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders shall be held on such day and at such time as
the Directors may determine from time to time by resolution, at which meeting
the stockholders shall elect, by a plurality of the votes cast by the shares
entitled to vote in the election of a meeting at which a quorum is present, a
Board of Directors, and transact such other business as may properly be brought
before the meeting. If for any reason a Board of Directors shall not be elected
at the Annual Meeting of Stockholders, or if it appears that such Annual
Meeting is not held on such date as may be fixed by the Directors in accordance
with the provisions of the By-laws, then in either such event the Directors
shall cause the election to be held as soon thereafter as convenient.

     Section 3.  Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President or any Vice
President, the Secretary or by the Board of Directors, and shall be called by
any of the foregoing at the request in writing of stockholders owning a
majority of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. Such request shall be signed, dated
and delivered to the Corporation and state the purpose or purposes of the
meeting.

     Section 4.  Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Georgia, not less than ten days
nor more than sixty days before the date of every stockholders' meeting the
Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation. If not otherwise fixed under the
Georgia Business Corporation Code (the "Code") Section 14-2-703 or 14-2-707,
the record date for determining shareholders

entitled to notice of and entitled to vote at an annual or special shareholders'
meeting is the close of business on the day before the first notice is delivered
to shareholders.

     An Affidavit of the Secretary or an Assistant Secretary or of a transfer
agent of the Corporation that the notice has been given shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

     Section 5. Quorum of Stockholders.

          (a) Unless otherwise provided by the laws of Georgia, at any meeting
     of the stockholders the presence in person or by proxy of stockholders
     entitled to cast a majority of the votes thereat shall constitute a quorum.

          (b) The holders of a majority of the voting shares represented at a
     meeting may adjourn the meeting from time to time. This right to adjourn
     exists whether or not a quorum is present at the meeting and applies to
     annual as well as special meetings, including any meetings that are
     adjourned and reconvened. Notice of any adjourned meeting other than
     announcement at the meeting shall not be required to be given, except as
     provided in paragraph (d) below and except where expressly required By-law.

          (c) At any adjourned meeting at which a quorum shall be present, any
     business may be transacted which might have been transacted at the meeting
     originally called, but only those stockholders entitled to vote at the
     meeting as originally noticed shall be entitled to vote at any adjournment
     or adjournments thereof, unless a new record date is fixed by the Board of
     Directors.

          (d) The Board of Directors may fix a new record date if the Board of
     Directors desires, but must fix a new record date if the meeting is
     adjourned to a date more than 120 days after the date fixed for the
     original meeting. If a new record date is not fixed, the determination of
     shareholders entitled to notice of or to vote at a shareholders' meeting is
     effective for any adjournment of the meeting.

     Section 6. Chairman and Secretary of Meeting. The Chairman, or in his
absence, the Vice Chairman, or in his absence, the President, or in his absence,
any Vice President, shall preside at meetings of the stockholders. The Secretary
shall act as secretary of the meeting, or in his absence an Assistant Secretary
shall act, or if neither is present, then the presiding officer shall appoint a
person to act as secretary of the meeting.

     Section 7. Voting by Stockholders. Except as may be otherwise provided by
the Articles of Incorporation or by these By-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation on the record date
for the meeting. All elections and questions shall be decided by the vote of a

                                       2


majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Georgia, the Articles of Incorporation or these By-laws.

     Section 8.  Proxies.  Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.

     Section 9.  Consents.  The provision of these By-Laws covering notices and
meetings to the contrary notwithstanding, any action required or permitted to be
taken at any meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken shall be signed by all shareholders entitled to vote thereon or,
if so provided in the Articles of incorporation, by the holders of outstanding
stock having not less than the minimum number of votes that would have been
necessary to authorize or take such action at a meeting at which all shares of
stock entitled to vote thereon were present and voted. The Corporation must also
meet further requirements of the Code concerning these consents, including
giving written notice of the action taken when less than all shareholders
execute the written consent.

                                   ARTICLE II

     Section 1.     Registered Office.

          (a)  The Corporation shall continuously maintain in the State of
     Georgia a registered office that may be the same as any of the
     Corporation's places of business. In addition, the Corporation shall
     continuously maintain a registered agent whose business office is identical
     with the registered office. The registered agent may be an individual who
     resides in the State of Georgia, a domestic corporation or nonprofit
     domestic corporation, or a foreign corporation or nonprofit foreign
     corporation authorized to transact business in the State of Georgia.

          (b)  In addition to its registered office in the State of Georgia, the
     Corporation may have an office or offices in such other places as the Board
     of Directors may from time to time designate or the business of the
     Corporation may require.

                                  ARTICLE III

                                   DIRECTORS

     Section 1.  Powers of Directors.  The property, business and affairs of
the Corporation shall be managed by its Board of Directors, which may exercise
all the powers of the Corporation


                                       3












except such as are by the laws of Georgia or the Articles of Incorporation or
these By-laws required to be exercised or done by the stockholders.

     Section 2.   Number, Method of Election, Terms of Office of Directors.  The
number of Directors which shall constitute the whole Board of Directors shall be
such as from time to time shall be determined by resolution of the Board of
Directors, but the number shall not be less than one provided that the tenure of
a Director shall not be affected by any decrease in the number of Directors so
made by the Board. The terms of all other directors shall expire at the next
annual shareholders' meeting following their election. Despite the expiration of
a director's term, the director shall continue to serve until a successor is
elected and qualifies or until there is a decrease in the number of directors.

     Section 3.   Vacancies on Board of Directors.

          (a)  Any Director may resign his office at any time by delivering his
     resignation in writing to the Chairman or the President or the Secretary.
     It will take effect at the time  specified therein, or if no time is
     specified, it will be effective at the time of its receipt by the
     Corporation. The acceptance of a resignation shall not be necessary to make
     it effective, unless expressly so provided in the resignation.

          (b)  Any vacancy or newly created Directorship resulting from any
     increase in the authorized number of Directors may be filled by vote of a
     majority of the Directors then in office, though less than a quorum, and
     any Director so chosen shall hold office until the next annual election of
     Directors by the stockholders and until his successor is duly elected and
     qualified, or until his earlier resignation or removal.

     Section 4.  Meetings of the Board of Directors.

          (a)  The Board of Directors may hold their meetings, both regular and
     special, either within or outside the State of Georgia.

          (b)  Regular meetings of the Board of Directors may be held without
     notice at such time and place as shall from time to time be determined by
     resolution of the Board of Directors.

          (c)  The first meeting of each newly elected Board of Directors,
     except the initial Board of Directors, shall be held as soon as practicable
     after the Annual Meeting of the stockholders for the election of officers
     and the transaction of such other business as may come before it.

                                       4

          (d)  Special meetings of the Board of Directors shall be held whenever
     called by direction of the Chairman or the President or at the request of
     Directors constituting one-third of the number of Directors then in office,
     but not less than two Directors.

          (e)  The Secretary shall give notice to each Director of any meeting
     of the Board of Directors by mailing the same at least two days before the
     meeting or by telegraphing or delivery via facsimile or delivering the same
     not later than the day before the meeting. Such notice need not include a
     statement of the business to be transacted at, or the purpose of, any such
     meeting. Any and all business may be transacted at any meeting of the Board
     of Directors. No notice of any adjourned meeting need be given. No notice
     to or waiver by any Director shall be required with respect to any meeting
     at which the Director is present.

     Section 5.     Quorum and Action. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business; but if
there shall be less than a quorum at any meeting of the Board, a majority of
those present may adjourn the meeting from time to time. Unless otherwise
provided by the laws of Georgia, the Article of Incorporation or these By-laws,
the act of a majority of the Directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors.

     Section 6.     Presiding Officer and Secretary of Meeting. The Chairman or,
in his absence, a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officers shall
appoint a secretary of the meeting.

     Section 7.     Action by Consent Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.

     Section 8.     Executive Committee. The Board of Directors may appoint from
among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may by resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice Chairman of the
Board, who shall be the presiding officer of the Committee. During the intervals
between the meetings of the Board, the Executive Committee shall possess and may
exercise all of the powers of the Board in the management of the business and
affairs of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the same to the
Board. A majority of the members of the Committee shall constitute a quorum. The
act of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.

                                       5

     Section 9. Other Committees. The Board of Directors may also appoint from
among its members such other committees of two or more Directors as it may from
time to time deem desirable, and may delegate to such committees such powers of
the Board as it may consider appropriate.

     Section 10. Compensation of Directors. Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. Executive Officers of the Corporation. The executive officers of
the Corporation shall be chosen by the Board of Directors and shall consist of a
Chairman, a President, a Vice President, a Secretary and a Treasurer. The Board
of Directors also may appoint a Vice Chairman of the Board, and such additional
Vice Presidents, Assistant Secretaries and Assistant Treasurers as they shall
deem necessary. Any two offices may be filled by the same person. None of the
officers need be a member of the Board except the Chairman of the Board and the
Vice Chairman of the Board. The officers will have the authority and shall
perform the duties as set forth in these By-laws. The other officers that are
appointed will have the authority and shall perform the duties as established by
the Board of Directors from time to time.

     Section 2. Choosing of Executive Officers. The Board of Directors at its
first meeting after each Annual Meeting of Stockholders shall choose a
Chairman, a President, a Vice President, and a Secretary and a Treasurer.

     Section 3. Additional Officers. The Board of Directors may appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.

     Section 4. Salaries. The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.

     Section 5. Term, Removal and Vacancies. The officers of the Corporation
shall hold office until their respective successors are chosen and qualify. Any
officer elected or appointed by the Board of Directors may be removed at any
time with or without cause by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.



                                       6

     Section 6. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the stockholders. In the
absence or disability of the Chairman of the Board: (a) the Vice Chairman of the
Board shall preside at all meetings of the Board of Directors and of the
stockholders, and (b) the powers and duties of the Chairman of the Board shall
be exercised jointly by the Vice Chairman of the Board and the President until
such authority is altered by action of the Board of Directors. The Chairman of
the Board shall present to the Annual Meeting of Stockholders a report of the
business of the preceding fiscal year.

     Section 7. Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall have such powers and perform such duties as are provided in these
By-laws or as may be delegated to him by the Chairman of the Board, and shall
perform such other duties as may from time to time be assigned to him by the
Board of Directors.

     Section 8. President. The President shall have such powers and perform such
duties as are provided in these By-laws or as may be delegated to him by the
Board of Directors or the Chairman of the Board. The President shall be the
Chief Executive Officer of the Corporation and shall have all the duties and
responsibilities previously enumerated for the Chairman of the Board. In the
absence of the Chairman of the Board and the Vice Chairman of the Board, the
President shall preside at all meetings of the stockholders.

     Section 9. Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Company and shall exercise and perform all the duties incident to the office
of the Chief Executive Officer. He shall have direct supervision of the other
officers and shall also exercise and perform such powers and duties as may be
assigned to him by the Board of Directors.

     Section 10. Powers and Duties of Vice Presidents. Any Vice President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. If the Corporation has more than one Vice
President, the one designated by the Board of Directors to act in lieu of the
President shall act in lieu of the President. Each Vice President shall have
such other powers and shall perform such other duties as may be assigned to him
by the Board.

     Section 11. Powers and Duties of Treasurer and Assistant Treasurers.

          (a) The Treasurer shall have the care and custody of all the funds and
     securities of the Corporation except a may be otherwise ordered by the
     Board of Directors, and shall cause such funds to be deposited to the
     credit of the Corporation in such banks or depositories as may be
     designated by the Board of Directors, the Chairman, the President or


                                       7


the Treasurer, and shall cause such securities to be placed in safekeeping in
such manner as may be designated by the Board of Directors, the Chairman, the
President or the Treasurer.

     (b) The Treasurer, or an Assistant Treasurer, or such other person or
persons as may be designated for such purpose by the Board of Directors, the
Chairman, the President or the Treasurer, may endorse in the name and on behalf
of the Corporation all instruments for the payment of money, bills of lading,
warehouse receipts, insurance policies and other commercial documents requiring
such endorsement.

     (c) The Treasurer, or an Assistant Treasurer, or such other person or
persons as may be designated for such purpose by the Board of Directors, the
Chairman, the President or the Treasurer, may sign all receipts and vouchers for
payments made to the Corporation; he shall render a statement of the cash
account of the Corporation to the Board of Directors as often as it shall
require the same; he shall enter regularly in books to be kept by him for that
purpose full and accurate accounts of all moneys received and paid by him on
account of the Corporation and of all securities received and delivered by the
Corporation.

     (d) Each Assistant Treasurer shall perform such duties as may from time to
time be assigned to him by the Treasurer or by the Board of Directors. In the
event of the absence of the Treasurer or his incapacity or inability to act,
then any Assistant Treasurer may perform any of the duties and may exercise any
of the powers of the Treasurer.

Section 12.    Powers and Duties of Secretary and Assistant Secretaries.

     (a) The Secretary shall attend all meetings of the Board, all meetings of
the stockholders, and shall keep the minutes of all proceedings of the
stockholders and the Board of Directors in proper books provided for that
purpose. The Secretary shall attend to the giving and serving of all notices of
the Corporation in accordance with the provisions of the By-laws and as required
by the laws of Georgia. The Secretary may, with the President, a Vice President
or other authorized officer, sign all contracts and other documents in the name
of the Corporation. He shall perform such other duties as may be prescribed in
these By-laws or assigned to him and all other acts incident to the position of
Secretary.

     (b) Each Assistant Secretary shall perform such duties as may from time to
time be assigned to him by the Secretary or by the Board of Directors. In the
event of the absence of the Secretary or his incapacity or inability to act,
then any Assistant Secretary may perform any of the duties and may exercise any
of the powers of the Secretary.

     (c) In no case shall the Secretary or any Assistant Secretary, without the
express authorization and direction of the Board of Directors, have any
responsibility for, or any duty or authority with respect to, the withholding or
payment of any federal, state or local taxes of the Corporation, or the
preparation or filing of any tax return.

                                       8

                                   ARTICLE V

                                 CAPITAL STOCK

Section 1. Stock Certificates.

          (a) Every holder of stock in the Corporation shall be entitled to have
     a certificate signed in the name of the Corporation by the Chairman or the
     President or the Vice Chairman or a Vice President, and by the Treasurer or
     an Assistant Treasurer or the Secretary or an Assistant Secretary,
     certifying the number of shares owned by him.

          (b) If such a certificate is countersigned by a transfer agent other
     than the Corporation or its employee, or by a registrar other than the
     Corporation or its employee, the signatures of the officers of the
     Corporation may be facsimiles and, if permitted by Georgia law, any other
     signature on the certificate may be a facsimile.

          (c) In case any officer who has signed or whose facsimile signature
     has been placed upon a certificate shall have ceased to be such officer
     before such certificate is issued, it may be issued by the Corporation with
     the same effect as if he were such officer at the date of issue.

          (d) Certificates of stock shall be issued in such form, not
     inconsistent with the Articles of Incorporation and the Code, as shall be
     approved by the Board of Directors. They shall be numbered and registered
     in the order in which they are issued. No certificate shall be issued until
     fully paid.

     Section 2. Record Ownership. A record of the name and address of the holder
of each certificate, the number of shares represented thereby, and the date of
issue thereof shall be made on the Corporation's books. The Corporation shall be
entitled to treat the holder of record of any share of stock as the holder in
fact thereof, and accordingly shall not be bound to recognize any equitable or
other claim to or interest in any share on the part of any other person, whether
or not it shall have express or other notice thereof, except as required by the
laws of Georgia.

     Section 3. Transfer of Record Ownership. Transfers of stock shall be made
on the books of the Corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and only upon the
surrender of the certificate therefor and a written assignment of the shares
evidenced thereby. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.
Notwithstanding the foregoing, the Corporation has no duty to register the


                                       9





transfer of a share unless: (a) the certificate representing that share has been
endorsed by the appropriate person or persons; (b) reasonable assurance has been
given that the endorsement or affidavit (in the case of a lost, stolen, or
destroyed certificate) is genuine and effective; (c) the Corporation either has
no duty to inquire into adverse claims or has discharged that duty; (d) the
requirements of any applicable law relating to the collection of taxes for the
proposed transfer have been met; and (e) the transfer is in fact rightful or is
to a bona fide purchaser.

     Section 4.     Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time may
authorize.

     Section 5.     Transfer Agent, Registrar, Rules Respecting Certificates.
The Corporation shall maintain one or more transfer offices or agencies where
stock of the Corporation shall be transferable. The Corporation shall also
maintain one or more registry offices where such stock shall be registered. The
Board of Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.

     Section 6.     Fixing Record Date for Determination of Stockholders of
Record. The Board of Directors may fix in advance a date as the record date for
the purpose of determining the stockholders entitled to notice of, or to vote
at, any meeting of the stockholders or any adjournment thereof, or the
stockholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall not be more than seventy days before the date of a meeting of the
stockholders, or any other action requiring such determination of the
stockholders. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting. If the Board of Directors does not fix a future date
as a record date, the Corporation shall determine the record date in accordance
with the Code.

                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

     Section 1.     Voting. Unless the Board of Directors shall otherwise order,
the Chairman, the Vice Chairman, the President, any Vice President or the
Treasurer shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of the stockholders of any corporation in
which the Corporation may hold stock and at such meeting to exercise any or all

                                       10

rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to act
as aforesaid. The Board of Directors from time to time may confer like powers
upon any other person or persons.

     Section 2. General Authorization to Transfer Securities Held by the
Corporation.

          (a) Any of the following officers, to-wit: the Chairman, the
     President, any Vice President, the Treasurer or the Secretary of the
     Corporation shall be and are hereby authorized and empowered to transfer,
     convert, endorse, sell, assign, set over and deliver any and all shares of
     stock, bonds, debentures, notes, subscription warrants, stock purchase
     warrants, evidences of indebtedness, or other securities now or hereafter
     standing in the name of or owned by the Corporation, and to make, execute
     and deliver under the seal of the Corporation any and all written
     instruments of assignment and transfer necessary or proper to effectuate
     the authority hereby conferred.

          (b) Whenever there shall be annexed to any instrument of assignment
     and transfer executed, pursuant to and in accordance with the foregoing
     paragraph(a), a certificate of the Secretary or an Assistant Secretary of
     the Corporation in office at the date of such certificate setting forth the
     provisions hereof and stating that they are in full force and effect and
     setting forth the names of persons who are then officers of the
     Corporation, then all persons to whom such instrument and annexed
     certificate shall thereafter come shall be entitled, without further
     inquiry or investigation and regardless of the date of such certificate, to
     assume and to act in reliance upon the assumption that the shares of stock
     or other securities named in such instrument were theretofore duly and
     properly transferred, endorsed, sold, assigned, set over and delivered by
     the Corporation, and that with respect to such securities the authority of
     these provisions of the By-laws and of such officers is still in full force
     and effect.

                                  ARTICLE VII

                                   DIVIDENDS

     Section 1. Declaration of Dividends. Dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Articles of
Incorporation and in accordance with the Code.

     Section 2. Record Date. The Board of Directors may fix a future date as the
record date in order to determine shareholders entitled to a distribution (other
than one involving a purchase, redemption, or other reacquisition of the
Corporation's shares). If the Board of Directors does not fix a future date as
the record date, the Corporation shall determine the record date in accordance
with the Code


                                       11




                                  ARTICLE VIII

                                INDEMNIFICATION

     Section 1. Definitions and References. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Article 8 of the Code.
Whenever in this provision reference is made to a specific section of the Code,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     Section 2. Indemnification of and Advancement of Expenses to Directors.
The Corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Georgia corporation is permitted,
without shareholder approval, to indemnify and advance expenses to its
directors under Part 5 of Article 8 of the Code, as amended from time to time,
other than the provisions of Section 14-2-856 thereof.

     Section 3. Indemnification of and Advancement of Expenses to Officers,
Employees and Agents. The Corporation shall indemnify and advance expenses to
its board-elected officers who are not directors (and may, if authorized for a
specific proceeding, indemnify and advance expenses to its other employees and
agents who are not board-elected officers or directors) to the same extent and
under the same conditions as to directors. No advancement or reimbursement of
expenses to officers, employees or agents in accordance with the foregoing
sentence shall be made unless the proposed indemnitee furnishes the Corporation
a written affirmation of his or her good faith belief that he or she has met
the applicable standard of conduct set forth in Section 14-2-851(a), and he or
she furnishes the Corporation a written undertaking, executed personally or on
his or her behalf, to repay any advances if it is ultimately determined that he
or she is not entitled to indemnification under this Article or Part 5 of
Article 8 of the Code.

     Section 4. Insurance. The Corporation may purchase and maintain insurance
on behalf of an individual who is a director, officer, employee or agent of the
Corporation or who, while a director, officer, employee or agent of the
Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign Corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity
or arising from his or her status as a director, officer, employee, or agent,
whether or not the Corporation would have power to indemnify or advance
expenses to him or her against the same liability under this Article or under
Part 5 of Article 8 of the Code.

     Section 5. Contract Rights. The right to indemnification and advancement
of expenses conferred hereunder to directors and board-elected officers shall
be a contract right and shall not be affected adversely to any director or
board-elected officer by any amendment of these By-laws with respect to any
action or inaction occurring prior to such amendment; provided, however, that
this provision shall not confer upon any indemnitee or potential indemnitee (in
his


                                       12



or her capacity as such) the right to consent or object to any subsequent
amendment of these By-laws.

     Section 6.  Non-exclusivity, Etc. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Code or otherwise.

     Section 7.  Amendments. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or board-elected officer of the Corporation with
respect to any action taken or omitted by such person prior to such amendment,
modification or rescission.

     Section 8.  Conflicts with Code. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Article 8
of the Code, such provisions of the Code shall govern.

     Section 9.  Severability. In the event that any of the provisions of this
Article (including any provision within a single section, subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void
or otherwise unenforceable, the remaining provisions of this Article shall
remain enforceable to the fullest extent permitted by law.


                                   ARTICLE IX

                               GENERAL PROVISIONS

     Section 1.  Signatures of Officers. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.

     Section 2.  Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     Section 3.  Seal. Upon resolution of the Board of Directors, the
Corporation may elect to have a corporate seal. In such event, the corporate
seal shall have inscribed thereon the name of the Corporation, the year of its
incorporation and the words "Corporate Seal, Georgia". Said seal may be used
for causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.


                                       13

     Section 4.     Inspection of Records. The Board of Directors may determine
what corporate records, other than those specifically required by the Code to
be made open to inspection, will be made open to the right of inspection by the
shareholders. In addition, the Board of Directors may fix reasonable rules not
in conflict with the Code regarding the inspection of corporate records that
are required by the Code or are permitted by determination of the Board of
Directors to be made open to inspection. The right of inspection granted in
Section 14-2-1602(c) of the Code is not available to any shareholder owning two
percent (2%) or less of the shares outstanding, unless the Board of Directors
in its discretion grants prior approval for the inspection to the shareholder.

     Section 5.     Conflict with Articles of Incorporation. In the event that
any provision of these By-laws conflicts with any provision of the Articles of
Incorporation, the provision in the Articles of Incorporation will govern.

                                   ARTICLE X

                      WAIVER OF OR DISPENSING WITH NOTICE

     Whenever any notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws
of Georgia, the Articles of Incorporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the holding thereof, or actual attendance at the meeting in
person, or in the case of the stockholders, by his attorney-in-fact, shall be
deemed equivalent to the giving of such notice to such persons. No notice need
be given to any person with whom communication is made unlawful by any law of
the United States or any rule, regulation, proclamation or executive order
issued under any such law.

                                   ARTICLE XI

                              AMENDMENT OF BY-LAWS

     The Board of Directors may amend or repeal the By-laws or adopt new
By-laws unless the Articles of Incorporation or the Code reserves this power
exclusively to the shareholders or unless the shareholders in amending or
repealing a particular bylaw provide expressly that the Board of Directors may
not amend or repeal such bylaw. The shareholders may amend or repeal the
By-laws or adopt new By-laws even though the By-laws may also be amended or
repealed by the Board of Directors. In amending or repealing By-laws or
adopting new By-laws, the Board of Directors and the shareholders shall comply
with any other applicable provisions of the Code.

                                       14

EX-3.97

                                                                    Exhibit 3.97

      SECRETARY OF STATE                  DOCKET NUMBER      : 031760158
    Corporations Division                 CONTROL NUMBER     : J819112
        315 West Tower                    DATE INC/AUTH/FILED: 10/05/1988
#2 Martin Luther King, Jr. Dr.            JURISDICTION       : GEORGIA
 Atlanta, Georgia 30334-1530              PRINT DATE         : 06/25/2003
                                          FORM NUMBER        : 215



C T CORPORATION SYSTEM
PATTIE HARDY
1201 PEACHTREE STREET, NE
ATLANTA, GA 30361


                                 CERTIFIED COPY

I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby certify
under the seal of my office that the attached documents are true and correct
copies of documents filed under the name of

                           SPORTSLIFE GWINNETT, INC.
                         A DOMESTIC PROFIT CORPORATION

Said entity was formed in the jurisdiction set forth above and has filed in the
Office of Secretary of State on the date set forth above its certificate of
limited partnership, articles of incorporation, articles of association,
articles of organization or application for certificate of authority to transact
business in Georgia.

This certificate is issued pursuant to Title 14 of the Official Code of Georgia
Annotated and is prima-facie evidence of the existence of nonexistence of the
facts stated herein.


[STATE OF GEORGIA 1776 SEAL]                         /s/ Cathy Cox
                                                       Cathy Cox
                                                  Secretary of State

       SECRETARY OF STATE               CHARTER NUMBER      : 6619112 DP
BUSINESS SERVICES AND REGULATION        DATE INCORPORATED   : OCTOBER 05, 1988
     SUITE 306, WEST TOWER              COUNTY              : COBB
  2 MARTIN LUTHER KING JR. DR.          EXAMINER            : MARILYN H. MATEEN
    ATLANTA, GEORGIA 30334              TELEPHONE           : 404-656-2811



MAILED TO:

RANDALL BENTLEY
260 WASHINGTON AVENUE
MARIETTA GA 30060

                          CERTIFICATE OF INCORPORATION

     I, MAX CLELAND, SECRETARY OF STATE AND THE CORPORATIONS COMMISSIONER OF
THE STATE OF GEORGIA DO HEREBY CERTIFY, UNDER THE SEAL OF MY OFFICE, THAT

- ------------------------------------------------------------------------------
                          *SPORTSLIFE GWINNETT, INC.*
- ------------------------------------------------------------------------------

HAS BEEN DULY INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA ON THE DATE
SET FORTH ABOVE, BY THE FILING OF ARTICLES OF INCORPORATION IN THE OFFICE OF THE
SECRETARY OF STATE AND THE FEES THEREFOR PAID, AS PROVIDED BY LAW, AND THAT
ATTACHED HERETO IS A TRUE COPY OF SAID ARTICLES OF INCORPORATION.

     WITNESS, MY HAND AND OFFICIAL SEAL, IN THE CITY OF ATLANTA AND THE STATE OF
GEORGIA ON THE DATE SET FORTH BELOW.

- ------------------------------------------------------------------------------
DATE: OCTOBER 06, 1988

                                             /s/ Max Cleland
                                             MAX CLELAND
                                             SECRETARY OF STATE

[STATE OF GEORGIA 1776 SEAL]
                                             /s/ H. Wayne Howell
                                             H. WAYNE HOWELL
                                             DEPUTY SECRETARY OF STATE

SECURITIES     CEMETERIES          CORPORATIONS        CORPORATIONS HOT LINE
 656-2894       656-3079             656-2817               404-656-2222








combination of the two, shall be $500.00, in payment for the issuance of shares
of stock.

                                      (5)

     The Corporation shall have authority to issue not more than 1,000,000
shares of common stock of $10.00 par value.

                                      (6)

     The initial registered office of the Corporation shall be located at 1990
Delk Industrial Drive, Marietta (Cobb), Georgia 30067. The initial registered
agent of the Corporation shall be Lyle Ray Irwin.

                                      (7)

     The initial Board of Directors shall consist of four members who shall be:

     NAME                                  ADDRESS

Richard P. Boggs         1990 Delk Industrial Dr., Marietta, 30067

Lyle Ray Irwin           1990 Delk Industrial Dr., Marietta, 30067

Louis Off                1990 Delk Industrial Dr., Marietta, 30067

Gerald Alles             1990 Delk Industrial Dr., Marietta, 30067

                                      (8)

     The name and address of the incorporator:

     NAME                                  ADDRESS

Richard P. Boggs         1990 Delk Industrial Dr., Marietta, 30067

                                      (9)

     This corporation is organized pursuant to the provision of the Georgia
Business Corporation Code.

                           BENTLEY, BENTLEY & BENTLEY
                                ATTORNEYS AT LAW
                              880 WASHINGTON AVE.
                               MARIETTA, GA 90080
                                    423-8300



                                      (10)

     The registered agent for SPORTSLIFE GWINNETT, INC. shall be Lyle Ray Irwin,
whose address is 1990 Delk Industrial Boulevard, Marietta, GA 30067.

     IN WITNESS WHEREOF, the undersigned executed these Articles of
Incorporation.

                                        /s/ Richard P. Boggs
                                        ------------------------------------
                                        RICHARD P. BOGGS


                           BENTLEY, BENTLEY & BENTLEY
                                ATTORNEYS AT LAW
                              880 WASHINGTON AVE.
                               MARIETTA, GA 90080
                                    423-8300



                            [STATE OF GEORGIA SEAL]

                                                                            A100

                        BUSINESS SERVICES AND REGULATION
                   ARTICLES OF INCORPORATION DATA ENTRY FORM
                            FOR GEORGIA CORPORATIONS

MAX CLELAND                                                      H. WAYNE HOWELL
Secretary of State                                     Deputy Secretary of State

- --------------------------------------------------------------------------------
I. Filing Date:               Code:          Docket No.:

   Assigned Exam:                           Amt.: $             By:

   Charter Number:  8819112                  Completed:

- --------------------------------------------------------------------------------
                  DO NOT WRITE ABOVE THIS LINE -- SOS USE ONLY

     NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE THE REMAINDER OF THIS FORM.

- --------------------------------------------------------------------------------
II.  Corporate Name:
                           Sportslife Gwinnett, Inc.
- --------------------------------------------------------------------------------
     Mailing Address:
                           1990 Delk Industrial Drive
- --------------------------------------------------------------------------------
     City:               County:            State:               Zip Code:
          Marietta              Cobb              Georgia                 30067
- --------------------------------------------------------------------------------
III. Fees Submitted By:
                           Bentley, Bentley & Bentley
- --------------------------------------------------------------------------------
     Secretary of State: $                        Check No.:
                          40.00                             14818
- --------------------------------------------------------------------------------
     Clerk of Court: $         Check No.:          County:
                      22.00              14820            Cobb 33
- --------------------------------------------------------------------------------
     Publisher: $              Check No.:          Name:
                 60.00                   14819          Marietta Daily Journal
- --------------------------------------------------------------------------------
IV.  Incorporator:
                   Richard P. Boggs
- --------------------------------------------------------------------------------
     Address:
                   1990 Delk Industrial Drive
- --------------------------------------------------------------------------------
     City:                           State:               Zip Code:
          Marietta                         Georgia                 30060
- --------------------------------------------------------------------------------
V.   Registered Agent/Office:
                              Lyle Ray Irwin
- --------------------------------------------------------------------------------
     Address:
               1990 Delk Industrial Drive
- --------------------------------------------------------------------------------
     City:               County:            State:               Zip Code:
          Marietta              Cobb              Georgia                 30067
- --------------------------------------------------------------------------------


                                                                                    
VI.  ARTICLES OF INCORPORATION FILING CHECK-OFF LIST                       Applicant      Examiner
- --------------------------------------------------------------------------------------------------
     1. Original and two conformed copies of Articles of Incorporation         X
- --------------------------------------------------------------------------------------------------
     2. Corporate name certificate enclosed and verified                       X
- --------------------------------------------------------------------------------------------------
     3. Publisher's and Clerk's checks enclosed and verified                   X
- --------------------------------------------------------------------------------------------------
     4. Consent form enclosed and verified                                     X
- --------------------------------------------------------------------------------------------------
     5. Corporate duration and statutory authority stated                      X
- --------------------------------------------------------------------------------------------------
     6. Number shares, par value, minimum capital stated                       X
- --------------------------------------------------------------------------------------------------
     7. Number of directors and their names and addresses                      X
- --------------------------------------------------------------------------------------------------

VII. Applicant/Attorney:                     Telephone:
                    Randall Bentley                     422-2300
- --------------------------------------------------------------------------------
     Address:
          260 Washington Avenue
- --------------------------------------------------------------------------------
     City:                           State:               Zip Code:
          Marietta                         Georgia                 30060
- --------------------------------------------------------------------------------
NOTICE: ATTACH ARTICLES OF INCORPORATION, SECRETARY OF STATE FILING FEE, NAME
CERTIFICATE, CONSENT TO SERVE AS REGISTERED AGENT, PUBLISHER'S LETTER AND FEE
AND CLERK'S FEE AND FILE WITH THE SECRETARY OF STATE AT 2 MARTIN LUTHER KING JR.
DR., SUITE 315, WEST TOWER, ATLANTA, GEORGIA 30334. FOR INFORMATION CALL
404-656-2817. THIS FORM DOES NOT REPLACE THE ARTICLES OF INCORPORATION. I
UNDERSTAND THAT THE INFORMATION ON THIS FORM WILL BE USED IN THE SECRETARY OF
STATE CORPORATE DATA BASE.

Signed: /s/ Lyle Ray Irwin                   Date: 10/9/88
       -------------------------------------      -----------------------------

FORM A-100
2-1-87

EX-3.98

                                                                    Exhibit 3.98

                                    BY-LAWS

                                       OF

                           SPORTSLIFE GWINNETT, INC.


                                   ARTICLE I

                                  STOCKHOLDERS


     Section 1.     Place of Stockholder's Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within or
outside the State of Georgia, as may be fixed by the Board of Directors from
time to time or as shall be specified in the respective notices thereof.

     Section 2.     Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders shall be held on such day and at such time as
the Directors may determine from time to time by resolution, at which meeting
the stockholders shall elect, by a plurality of the votes cast by the shares
entitled to vote in the election of a meeting at which a quorum is present, a
Board of Directors, and transact such other business as may properly be brought
before the meeting. If for any reason a Board of Directors shall not be elected
at the Annual Meeting of Stockholders, or if it appears that such Annual Meeting
is not held on such date as may be fixed by the Directors in accordance with the
provisions of the By-laws, then in either such event the Directors shall cause
the election to be held as soon thereafter as convenient.

     Section 3.     Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President or any Vice
President, the Secretary or by the Board of Directors, and shall be called by
any of the foregoing at the request in writing of stockholders owning a majority
of all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting. Such request shall be signed, dated and delivered
to the Corporation and state the purpose or purposes of the meeting.

     Section 4.     Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Georgia, not less than ten days
nor more than sixty days before the date of every stockholders' meeting the
Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation. If not otherwise fixed under the
Georgia Business Corporation Code (the "Code") Section 14-2-703 or 14-2-707, the
record date for determining shareholders


entitled to notice of and entitled to vote at an annual or special
shareholders' meeting is the close of business on the day before the first
notice is delivered to shareholders.

     An Affidavit of the Secretary or an Assistant Secretary or of a transfer
agent of the Corporation that the notice has been given shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

     Section 5.     Quorum of Stockholders.

            (a)     Unless otherwise provided by the laws of Georgia, at any
     meeting of the stockholders the presence in person or by proxy of
     stockholders entitled to cast a majority of the votes thereat shall
     constitute a quorum.

            (b)     The holders of a majority of the voting shares represented
     at a meeting may adjourn the meeting from time to time. This right to
     adjourn exists whether or not a quorum is present at the meeting and
     applies to annual as well as special meetings, including any meetings that
     are adjourned and reconvened. Notice of any adjourned meeting other than
     announcement at the meeting shall not be required to be given, except as
     provided in paragraph (d) below and except where expressly required By-law.

            (c)     At any adjourned meeting at which a quorum shall be present,
     any business may be transacted which might have been transacted at the
     meeting originally called, but only those stockholders entitled to vote at
     the meeting as originally noticed shall be entitled to vote at any
     adjournment or adjournments thereof, unless a new record date is fixed by
     the Board of Directors.

           (d)     The Board of Directors may fix a new record date if the Board
     of Directors desires, but must fix a new record date if the meeting is
     adjourned to a date more than 120 days after the date fixed for the
     original meeting. If a new record date is not fixed, the determination of
     shareholders entitled to notice of or to vote at a shareholders' meeting is
     effective for any adjournment of the meeting.

     Section 6.     Chairman and Secretary of Meeting. The Chairman, or in his
absence, the Vice Chairman, or in his absence, the President, or in his
absence, any Vice President, shall preside at meetings of the stockholders. The
Secretary shall act as secretary of the meeting, or in his absence an Assistant
Secretary shall act, or if neither is present, then the presiding officer shall
appoint a person to act as secretary of the meeting.

     Section 7.     Voting by Stockholders. Except as may be otherwise provided
by the Articles of Incorporation or by these By-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation on the record date
for the meeting. All elections and questions shall be decided by the vote of a


                                       2

majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Georgia, the Articles of Incorporation or these By-laws.

     Section 8.     Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.

     Section 9.     Consents. The provision of these By-Laws covering notices
and meetings to the contrary notwithstanding, any action required or permitted
to be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing setting forth
the action so taken shall be signed by all shareholders entitled to vote thereon
or, if so provided in the Articles of incorporation, by the holders of
outstanding stock having not less than the minimum number of votes that would
have been necessary to authorize or take such action at a meeting at which all
shares of stock entitled to vote thereon were present and voted. The Corporation
must also meet further requirements of the Code concerning these consents,
including giving written notice of the action taken when less than all
shareholders execute the written consent.

                                   ARTICLE II

     Section 1.     Registered Office

            (a)     The Corporation shall continuously maintain in the State of
     Georgia a registered office that may be the same as any of the
     Corporation's places of business. In addition, the Corporation shall
     continuously maintain a registered agent whose business office is identical
     with the registered office. The registered agent may be an individual who
     resides in the State of Georgia, a domestic corporation or nonprofit
     domestic corporation, or a foreign corporation or nonprofit foreign
     corporation authorized to transact business in the State of Georgia.

            (b)     In addition to its registered office in the State of
     Georgia, the Corporation may have an office or offices in such other places
     as the Board of Directors may from time to time designate or the business
     of the Corporation may require.

                                  ARTICLE III

                                   DIRECTORS

     Section 1.     Powers of Directors. The property, business and affairs of
the Corporation shall be managed by its Board of Directors, which may exercise
all the powers of the Corporation

                                       3


except such as are by the laws of Georgia or the Articles of Incorporation or
these By-laws required to be exercised or done by the stockholders.

     Section 2. Number, Method of Election, Terms of Office of Directors. The
number of Directors which shall constitute the whole Board of Directors shall be
such as from time to time shall be determined by resolution of the Board of
Directors, but the number shall not be less than one provided that the tenure of
a Director shall not be affected by any decrease in the number of Directors so
made by the Board. The term of all other directors shall expire at the next
annual shareholders' meeting following their election. Despite the expiration of
a director's term, the director shall continue to serve until a successor is
elected and qualifies or until there is a decrease in the number of directors.

     Section 3. Vacancies on Board of Directors.

          (a) Any Director may resign his office at any time by delivering his
     resignation in writing to the Chairman or the President or the Secretary.
     It will take effect at the time specified therein, or if no time is
     specified, it will be effective at the time of its receipt by the
     Corporation. The acceptance of a resignation shall not be necessary to make
     it effective, unless expressly so provided in the resignation.

          (b) Any vacancy or newly created Directorship resulting from any
     increase in the authorized number of Directors may be filled by vote of a
     majority of the Directors then in office, though less than a quorum, and
     any Director so chosen shall hold office until the next annual election of
     Directors by the stockholders and until his successor is duly elected and
     qualified, or until his earlier resignation or removal.

     Section 4. Meetings of the Board of Directors.

          (a) The Board of Directors may hold their meetings, both regular and
     special, either within or outside the State of Georgia.

          (b) Regular meetings of the Board of Directors may be held without
     notice at such time and place as shall from time to time be determined by
     resolution of the Board of Directors.

          (c) The first meeting of each newly elected Board of Directors, except
     the initial Board of Directors, shall be held as soon as practicable after
     the Annual Meeting of the stockholders for the election of officers and the
     transaction of such other business as may come before it.


                                       4

          (d) Special meetings of the Board of Directors shall be held whenever
     called by direction of the Chairman or the President or at the request of
     Directors constituting one-third of the number of Directors then in office,
     but not less than two Directors.

          (e) The Secretary shall give notice to each Director of any meeting of
     the Board of Directors by mailing the same at least two days before the
     meeting or by telegraphing or delivery via facsimile or delivering the same
     not later than the day before the meeting. Such notice need not include a
     statement of the business to be transacted at, or the purpose of, any such
     meeting. Any and all business may be transacted at any meeting of the Board
     of Directors. No notice of any adjourned meeting need be given. No notice
     to or waiver by any Director shall be required with respect to any meeting
     at which the Director is present.

     Section 5. Quorum and Action. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business; but if there shall be
less than a quorum at any meeting of the Board, a majority of those present may
adjourn the meeting from time to time. Unless otherwise provided by the laws of
Georgia, the Articles of Incorporation or these By-laws, the act of a majority
of the Directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors.

     Section 6. Presiding Officer and Secretary of Meeting. The Chairman or, in
his absence, a member of the Board of Directors selected by the members present,
shall preside at meetings of the Board. The Secretary shall act as secretary of
the meeting, but in his absence the presiding officers shall appoint a secretary
of the meeting.

     Section 7. Action by Consent Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.

     Section 8. Executive Committee. The Board of Directors may appoint from
among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may by resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice Chairman of the
Board, who shall be the presiding officer of the Committee. During the intervals
between the meetings of the Board, the Executive Committee shall possess and may
exercise all of the powers of the Board in the management of the business and
affairs of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the same to the
Board. A majority of the members of the Committee shall constitute a quorum. The
act of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.


                                       5


     Section 9.     Other Committees. The Board of Directors may also appoint
from among its members such other committees of two or more Directors as it may
from time to time deem desirable, and may delegate to such committees such
powers of the Board as it may consider appropriate.

     Section 10.    Compensation of Directors. Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.


                                   ARTICLE IV

                                    OFFICERS

     Section 1.     Executive Officers of the Corporation. The executive
officers of the Corporation shall be chosen by the Board of Directors and shall
consist of a Chairman, a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors also may appoint a Vice Chairman of the
Board, and such additional Vice Presidents, Assistant Secretaries and Assistant
Treasurers as they shall deem necessary. Any two offices may be filled by the
same person. None of the officers need be a member of the Board except the
Chairman of the Board and the Vice Chairman of the Board. The officers will
have the authority and shall perform the duties as set forth in these By-laws.
The other officers that are appointed will have the authority and shall perform
the duties as established by the Board of Directors from time to time.

     Section 2.     Choosing of Executive Officers. The Board of Directors at
its first meeting after each Annual Meeting of Stockholders shall choose a
Chairman, a President, a Vice President, and a Secretary and a Treasurer.

     Section 3.     Additional Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.

     Section 4.     Salaries. The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.

     Section 5.     Term, Removal and Vacancies. the officers of the
Corporation shall hold office until their respective successors are chosen and
qualify. Any officer elected or appointed by the Board of Directors may be
removed at any time with or without cause by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise shall be filled by the
Board of Directors.


                                       6

     Section 6.  Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the stockholders. In the
absence or disability of the Chairman of the Board: (a) the Vice Chairman of
the Board shall preside at all meetings of the Board of Directors and of the
stockholders, and (b) the powers and duties of the Chairman of the Board shall
be exercised jointly by the Vice Chairman of the Board and the President until
such authority is altered by action of the Board of Directors. The Chairman of
the Board shall present to the Annual Meeting of Stockholders a report of the
business of the preceding fiscal year.

     Section 7.  Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall have such powers and perform such duties as are provided in these
By-laws or as may be delegated to him by the Chairman of the Board, and shall
perform such other duties as may from time to time be assigned to him by the
Board of Directors.

     Section 8.  President. The President shall have such powers and perform
such duties as are provided in these By-laws or as may be delegated to him by
the Board of Directors or the Chairman of the Board. The President shall be the
Chief Executive Officer of the Corporation and shall have all the duties and
responsibilities previously enumerated for the Chairman of the Board. In the
absence of the Chairman of the Board and the Vice Chairman of the Board, the
President shall preside at all meeting of the stockholders.

     Section 9.  Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Company and shall exercise and perform all the duties incident to the
office of the Chief Executive Officer. He shall have direct supervision of the
other officers and shall also exercise and perform such powers and duties as
may be assigned to him by the Board of Directors.

     Section 10. Powers and Duties of Vice Presidents. Any Vice President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. If the Corporation has more than one Vice
President, the one designated by the Board of Directors to act in lieu of the
President shall act in lieu of the President. Each Vice President shall have
such other powers and shall perform such other duties as may be assigned to him
by the Board.

     Section 11.  Powers and Duties of Treasurer and Assistant Treasurers.

          (a)  The Treasurer shall have the care and custody of all the funds
     and securities of the Corporation except as may be otherwise ordered by
     the Board of Directors, and shall cause such funds to be deposited to the
     credit of the Corporation in such banks or depositories as may be
     designated by the Board of Directors, the Chairman, the President or


                                       7

     the Treasurer, and shall cause such securities to be placed in safekeeping
     in such manner as may be designated by the Board of Directors, the
     Chairman, the President or the Treasurer.

            (b)     The Treasurer, or an Assistant Treasurer, or such other
     person or persons as may be designated for such purpose by the Board of
     Directors, the Chairman, the President or the Treasurer, may endorse in the
     name and on behalf of the Corporation all instruments for the payment of
     money, bills of lading, warehouse receipts, insurance policies and other
     commercial documents requiring such endorsement.

            (c)     The Treasurer, or an Assistant Treasurer, or such other
     person or persons as may be designated for such purpose by the Board of
     Directors, the Chairman, the President or the Treasurer, may sign all
     receipts and vouchers for payments made to the Corporation; he shall render
     a statement of the cash account of the Corporation to the Board of
     Directors as often as it shall require the same; he shall enter regularly
     in books to be kept by him for that purpose full and accurate accounts of
     all moneys received and paid by him on account of the Corporation and of
     all securities received and delivered by the Corporation.

            (d)     Each Assistant Treasurer shall perform such duties as may
     from time to time be assigned to him by the Treasurer or by the Board of
     Directors. In the event of the absence of the Treasurer or his incapacity
     or inability to act, then any Assistant Treasurer may perform any of the
     duties and may exercise any of the powers of the Treasurer.

     Section 12.    Powers and Duties of Secretary and Assistant Secretaries.

            (a)     The Secretary shall attend all meetings of the Board, all
     meetings of the stockholders, and shall keep the minutes of all proceedings
     of the stockholders and the Board of Directors in proper books provided for
     that purpose. The Secretary shall attend to the giving and serving of all
     notices of the Corporation in accordance with the provisions of the By-laws
     and as required by the laws of Georgia. The Secretary may, with the
     President, a Vice President or other authorized officer, sign all contracts
     and other documents in the name of the Corporation. He shall perform such
     other duties as may be prescribed in these By-laws or assigned to him and
     all other acts incident to the position of Secretary.

            (b)     Each Assistant Secretary shall perform such duties as may
     from time to time be assigned to him by the Secretary or by the Board of
     Directors. In the event of the absence of the Secretary or his incapacity
     or inability to act, then any Assistant Secretary may perform any of the
     duties and may exercise any of the powers of the Secretary.

            (c)     In no case shall the Secretary or any Assistant Secretary,
     without the express authorization and direction of the Board of Directors,
     have any responsibility for, or any duty or authority with respect to, the
     withholding or payment of any federal, state or local taxes of the
     Corporation, or the preparation or filing of any tax return.

                                       8



                                   ARTICLE V

                                 CAPITAL STOCK

     Section 1.     Stock Certificates.

            (a)     Every holder of stock in the Corporation shall be entitled
     to have a certificate signed in the name of the Corporation by the Chairman
     or the President or the Vice Chairman or a Vice President, and by the
     Treasurer or an Assistant Treasurer or the Secretary or an Assistant
     Secretary, certifying the number of shares owned by him.

            (b)     If such a certificate is countersigned by a transfer agent
     other than the Corporation or its employee, or by a registrar other than
     the Corporation or its employee, the signatures of the officers of the
     Corporation may be facsimiles and, if permitted by Georgia law, any other
     signature on the certificate may be a facsimile.

            (c)     In case any officer who has signed or whose facsimile
     signature has been placed upon a certificate shall have ceased to be such
     officer before such certificate is issued, it may be issued by the
     Corporation with the same effect as if he were such officer at the date of
     issue.

            (d)     Certificates of stock shall be issued in such form, not
     inconsistent with the Articles of Incorporation and the Code, as shall be
     approved by the Board of Directors. They shall be numbered and registered
     in the order in which they are issued. No certificate shall be issued until
     fully paid.

     Section 2.     Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Georgia.

     Section 3.     Transfer of Record Ownership. Transfers of stock shall be
made on the books of the Corporation only by direction of the person named in
the certificate or his attorney, lawfully constituted in writing, and only upon
the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby. Whenever any transfer of stock shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.
Notwithstanding the foregoing, the Corporation has no duty to register the

                                       9


transfer of a share unless: (a) the certificate representing that share has been
endorsed by the appropriate person or persons; (b) reasonable assurance has been
given that the endorsement or affidavit (in the case of a lost, stolen, or
destroyed certificate) is genuine and effective; (c) the Corporation either has
no duty to inquire into adverse claims or has discharged that duty; (d) the
requirements of any applicable law relating to the collection of taxes for the
proposed transfer have been met; and (e) the transfer is in fact rightful or is
to a bona fide purchaser.

     Section 4. Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time may
authorize.

     Section 5. Transfer Agent, Registrar, Rules Respecting Certificates. The
Corporation shall maintain one or more transfer offices or agencies where stock
of the Corporation shall be transferable. The Corporation shall also maintain
one or more registry offices where such stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.

     Section 6. Fixing Record Date for Determination of Stockholders of Record.
The Board of Directors may fix in advance a date as the record date for the
purpose of determining the stockholders entitled to notice of, or to vote at,
any meeting of the stockholders or any adjournment thereof, or the stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall not be more than seventy days before the date of a meeting of the
stockholders, or any other action requiring such determination of the
stockholders. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting. If the Board of Directors does not fix a future date
as a record date, the Corporation shall determine the record date in accordance
with the Code.

                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

     Section 1. Voting. Unless the Board of Directors shall otherwise order, the
Chairman, the Vice Chairman, the President, any Vice President or the Treasurer
shall have full power and authority on behalf of the Corporation to attend, act
and vote at any meeting of the stockholders of any corporation in which the
Corporation may hold stock and at such meeting to exercise any or all


                                       10



rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to act
as aforesaid. The Board of Directors from time to time may confer like powers
upon any other person or persons.

     Section 2. General Authorization to Transfer Securities Held by the
Corporation.

          (a) Any of the following officers, to-wit: the Chairman, the
     President, any Vice President, the Treasurer or the Secretary of the
     Corporation shall be and are hereby authorized and empowered to transfer,
     convert, endorse, sell, assign, set over and deliver any and all shares of
     stock, bonds, debentures, notes, subscription warrants, stock purchase
     warrants, evidences of indebtedness, or other securities now or hereafter
     standing in the name of or owned by the Corporation, and to make, execute
     and deliver under the seal of the Corporation any and all written
     instruments of assignment and transfer necessary or proper to effectuate
     the authority hereby conferred.

          (b) Whenever there shall be annexed to any instrument of assignment
     and transfer executed, pursuant to and in accordance with the foregoing
     paragraph (a), a certificate of the Secretary or an Assistant Secretary of
     the Corporation in office at the date of such certificate setting forth the
     provisions hereof and stating that they are in full force and effect and
     setting forth the names of persons who are then officers of the
     Corporation, then all persons to whom such instrument and annexed
     certificate shall thereafter come shall be entitled, without further
     inquiry or investigation and regardless of the date of such certificate, to
     assume and to act in reliance upon the assumption that the shares of stock
     or other securities named in such instrument were theretofore duly and
     properly transferred, endorsed, sold, assigned, set over and delivered by
     the Corporation, and that with respect to such securities the authority of
     these provisions of the By-laws and of such officers is still in full force
     and effect.

                                  ARTICLE VII

                                   DIVIDENDS

     Section 1. Declaration of Dividends. Dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Articles of
Incorporation and in accordance with the Code.

     Section 2. Record Date. The Board of Directors may fix a future date as the
record date in order to determine shareholders entitled to a distribution (other
than one involving a purchase, redemption, or other reacquisition of the
Corporation's shares). If the Board of Directors does not fix a future date as
the record date, the Corporation shall determine the record date in accordance
with the Code


                                       11



                                  ARTICLE VIII

                                INDEMNIFICATION

     Section 1.  Definitions and References. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Article 8 of the Code.
Whenever in this provision reference is made to a specific section of the Code,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     Section 2.  Indemnification of and Advancement of Expenses to Directors.
The Corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Georgia corporation is permitted,
without shareholder approval, to indemnify and advance expenses to its directors
under Part 5 of Article 8 of the Code, as amended from time to time, other than
the provisions of Section 14-2-856 thereof.

     Section 3.  Indemnification of and Advancement of Expenses to Officers,
Employees and Agents. The Corporation shall indemnify and advance expenses to
its board-elected officers who are not directors (and may, if authorized for a
specific proceeding, indemnify and advance expenses to its other employees and
agents who are not board-elected officers or directors) to the same extent and
under the same conditions as to directors. No advancement or reimbursement of
expenses to officers, employees or agents in accordance with the foregoing
sentence shall be made unless the proposed indemnitee furnishes the Corporation
a written affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct set forth in Section 14-2-851(a), and he or she
furnishes the Corporation a written undertaking, executed personally or on his
or her behalf, to repay any advances if it is ultimately determined that he or
she is not entitled to indemnification under this Article or Part 5 of Article 8
of the Code.

     Section 4.  Insurance.  The Corporation may purchase and maintain insurance
on behalf of an individual who is a director, officer, employee or agent of the
Corporation or who, while a director, officer, employee or agent of the
Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign Corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer, employee, or agent,
whether or not the Corporation would have power to indemnify or advance expenses
to him or her against the same liability under this Article or under Part 5 of
Article 8 of the Code.

     Section 5.  Contract Rights. The right to indemnification and advancement
of expenses conferred hereunder to directors and board-elected officers shall be
a contract right and shall not be affected adversely to any director or
board-elected officer by any amendment of these By-laws with respect to any
action or inaction occurring prior to such amendment; provided, however, that
this provision shall not confer upon any indemnitee or potential indemnitee (in
his

                                       12


or her capacity as such) the right to consent or object to any subsequent
amendment of these By-laws.

     Section 6.     Non-exclusivity, Etc. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Code or otherwise.

     Section 7.     Amendments. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or board-elected officer of the Corporation with
respect to any action taken or omitted by such person prior to such amendment,
modification or rescission.

     Section 8.     Conflicts with Code. To the extent that the provisions of
this Article are held to be inconsistent with the provisions of Part 5 of
Article 8 of the Code, such provisions of the Code shall govern.

     Section 9.     Severability. In the event that any of the provisions of
this Article (including any provision within a single section, subsection,
division or sentence) is held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                               GENERAL PROVISIONS

     Section 1.     Signatures of Officers. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.

     Section 2.     Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     Section 3.     Seal. Upon resolution of the Board of Directors, the
Corporation may elect to have a corporate seal. In such event, the corporate
seal shall have inscribed thereon the name of the Corporation, the year of its
incorporation and the words "Corporate Seal, Georgia". Said seal may be used for
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                       13


     Section 4.     Inspection of Records. The Board of Directors may determine
what corporate records, other than those specifically required by the Code to be
made open to inspection, will be made open to the right of inspection by the
shareholders. In addition, the Board of Directors may fix reasonable rules not
in conflict with the Code regarding the inspection of corporate records that are
required by the Code or are permitted by determination of the Board of Directors
to be made open to inspection. The right of inspection granted in Section
14-2-1602(c) of the Code is not available to any shareholder owning two percent
(2%) or less of the shares outstanding, unless the Board of Directors in its
discretion grants prior approval for the inspection to the shareholder.

     Section 5.     Conflict with Articles of Incorporation. In the event that
any provision of these By-laws conflicts with any provision of the Articles of
Incorporation, the provision in the Articles of Incorporation will govern.

                                   ARTICLE X

                      WAIVER OF OR DISPENSING WITH NOTICE

     Whenever any notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws of
Georgia, the Articles of Incorporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the holding thereof, or actual attendance at the meeting in person, or
in the case of the stockholders, by his attorney-in-fact, shall be deemed
equivalent to the giving of such notice to such persons. No notice need be given
to any person with whom communication is made unlawful by any law of the United
States or any rule, regulation, proclamation or executive order issued under any
such law.

                                   ARTICLE XI

                              AMENDMENT OF BY-LAWS

     The Board of Directors may amend or repeal the By-laws or adopt new By-laws
unless the Articles of Incorporation or the Code reserves this power exclusively
to the shareholders or unless the shareholders in amending or repealing a
particular bylaw provide expressly that the Board of Directors may not amend or
repeal such bylaw. The shareholders may amend or repeal the By-laws or adopt new
By-laws even though the By-laws may also be amended or repealed by the Board of
Directors. In amending or repealing By-laws or adopting new By-laws, the Board
of Directors and the shareholders shall comply with any other applicable
provisions of the Code.

                                       14

EX-3.99

DOCKET NUMBER      :  031760160
CONTROL NUMBER     :  J903746
DATE INC/AUTH/FILED:  02/23/1989
JURISDICTION       :  GEORGIA
PRINT DATE         :  06/25/2003
FORM NUMBER        :  215

                                                                   Exhibit 3.99

                               SECRETARY OF STATE
                             Corporations Division
                                 315 West Tower
                         #2 Martin Luther King, Jr. Dr.
                          Atlanta, Georgia 30334-1530

C T CORPORATION SYSTEM
PATTIE HARDY
1201 PEACHTREE STREET, NE
ATLANTA, GA 30361


                                 CERTIFIED COPY

I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby certify
under the seal of my office that the attached documents are true and correct
copies of documents filed under the name of

                            SPORTSLIFE ROSWELL, INC.
                         A DOMESTIC PROFIT CORPORATION

Said entity was formed in the jurisdiction set forth above and has filed in the
Office of Secretary of State on the date set forth above its certificate of
limited partnership, articles of incorporation, articles of association,
articles of organization or application for certificate of authority to transact
business in Georgia.

This certificate is issued pursuant to Title 14 of the Official Code of Georgia
Annotated and is prima-facie evidence of the existence or nonexistence of the
facts stated herein.


[STATE OF GEORGIA SEAL]                             /s/ CATHY COX
                                                        Cathy Cox
                                                   Secretary of State


CHARTER NUMBER   :  8903746 UP
DATE INCORPORATED:  FEBRUARY 23, 1989
COUNTY           :  COBB
EXAMINER         :  SANDRA JEAN SNOW
TELEPHONE        :  404-656-2811


                               SECRETARY OF STATE
                        Business Services and Regulation
                             Suite 306, West Tower
                           Martin Luther King Jr. Dr.
                             Atlanta, Georgia 30334

Mailed to:
FRED D. BENTLEY, JR.
P.O. BOX 968
MARIETTA    GA 30061


                          CERTIFICATE OF INCORPORATION

I, MAX CLELAND, SECRETARY OF STATE AND THE CORPORATIONS COMMISSIONER OF THE
STATE OF GEORGIA DO HEREBY CERTIFY, UNDER THE SEAL OF MY OFFICE, THAT

- -------------------------------------------------------------------------------
                           "SPORTSLIFE ROSWELL, INC."
- -------------------------------------------------------------------------------

HAS BEEN DULY INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA ON THE DATE
SET FORTH ABOVE, BY THE FILING OF ARTICLES OF INCORPORATION IN THE OFFICE OF THE
SECRETARY OF STATE AND THE FEES THEREFOR PAID, AS PROVIDED BY LAW, AND THAT
ATTACHED HERETO IS A TRUE COPY OF SAID ARTICLES OF INCORPORATION.

     WITNESS, MY HAND AND OFFICIAL SEAL, IN THE CITY OF ATLANTA AND THE STATE OF
GEORGIA ON THE DATE SET FORTH BELOW:


DATE: FEBRUARY 28, 1989


[STATE OF GEORGIA SEAL]                             /s/ MAX CLELAND
                                                        MAX CLELAND
                                                    SECRETARY OF STATE


                                                  /s/ H. WAYNE HOWELL
                                                      H. WAYNE HOWELL
                                                 DEPUTY SECRETARY OF STATE


SECURITIES        CEMETERIES        CORPORATIONS        CORPORATIONS HOT LINE
 656-2854          656-3079           656-2817              404-656-2222
                                                        Outside Metro Atlanta


                           ARTICLES OF INCORPORATION

                            SPORTSLIFE ROSWELL, INC.


                                      (1)

     The name of the Corporation is SPORTSLIFE ROSWELL, INC.

                                      (2)

     The Corporation shall have perpetual duration.

                                      (3)

     The Corporation is organized for pecuniary gain and the following
purposes: Owning, operating, selling, buying, purchasing, establishing,
merging, or otherwise working with a business or businesses, profession or
professions for the pursuit of physical health, recreational facilities,
racquet ball courts, swimming pool, jogging path, and all other forms of
exercise activity, and any other valid or legal business enterprise. To
acquire, invest, reinvest, syndicate, hold, rent, lease, sell or encumber
stocks, bonds, real and personal property and other investments; and to own,
sell, encumber, secure, pledge, hold, maintain or otherwise operate real or
personal property for the above stated purposes; and to do or perform any and
all other acts commensurate with the above stated purposes.

                                      (4)

     The minimum amount of capital stock authorized by the corporation and the
amount of the capital with which the Corporation shall begin business, either
in cash or other assets, or a



BENTLEY,
BENTLEY & BENTLEY
ATTORNEYS AT LAW
260 WASHINGTON AVE.
MARIETTA, GA. 30080
422-2300

combination of the two, shall be $500.00, in payment for the issuance of shares
of stock.

                                      (5)

     The Corporation shall have authority to issue not more than 1,000,000
shares of common stock of $10.00 par value.

                                      (6)

     The initial registered office of the Corporation shall be located at 1990
Delk Industrial Drive, Marietta, Georgia 30067. The initial registered agent of
the Corporation shall be Lyle Ray Irwin.

                                      (7)

     The initial Board of Directors shall consist of four members who shall be:

     NAME                                         ADDRESS

Richard P. Boggs                   1990 Delk Industrial Dr., Marietta, 30067

Lyle Ray Irwin                     1990 Delk Industrial Dr., Marietta, 30067

Louis Off                          1990 Delk Industrial Dr., Marietta, 30067

Gerald Alles                       1990 Delk Industrial Dr., Marietta, 30067

                                      (8)

     The name and address of the incorporator:

     NAME                                         ADDRESS

Richard P. Boggs                   1990 Delk Industrial Dr., Marietta, 30067

                                      (9)

     This corporation is organized pursuant to the provision of the Georgia
Business Corporation Code.




BENTLEY,
BENTLEY & BENTLEY
ATTORNEYS AT LAW
260 WASHINGTON AVE.
MARIETTA, GA. 30080
422-2300


                                      (10)

     The registered agent for SPORTSLIFE ROSWELL, INC. shall be Lyle Ray Irwin,
whose address is 1990 Delk Industrial Boulevard, Marietta, GA 30067.

     IN WITNESS WHEREOF, the undersigned executed these Articles of
Incorporation.


                                          /s/ RICHARD P. BOGGS
                                          -----------------------------
                                          RICHARD P. BOGGS



BENTLEY,
BENTLEY & BENTLEY
ATTORNEYS AT LAW
260 WASHINGTON AVE.
MARIETTA, GA. 30080
422-2300


GEORGIA, COBB COUNTY


     The undersigned, LYLE RAY IRWIN, does hereby consent to serve as
registered agent for SPORTSLIFE ROSWELL, INC.

     This 20th day of February, 1989.



                                          /s/ LYLE RAY IRWIN
                                          -------------------------------------
                                          LYLE RAY IRWIN, Registered Agent
                                          1990 Delk Industrial Boulevard
                                          Marietta, GA 30067



BENTLEY,
BENTLEY & BENTLEY
ATTORNEYS AT LAW
260 WASHINGTON AVE.
MARIETTA, GA. 30080
422-2300


SECRETARY OF STATE

BUSINESS SERVICES AND REGULATION   FORM NUMBER         =    N1
                                   CERTIFICATE DATE    =    09/27/88
SUITE 306, WEST TOWER              DOCKET NUMBER       =    88271355
                                   EXAMINER            =    DONNA L HYDE
2 MARTIN LUTHER KING JR. DR.       TELEPHONE           =    404-656-2968

ATLANTA, GEORGIA 30334


REQUESTED BY:

FRED BENTLEY, JR.
P.O. BOX 968
MARIETTA       GA 30060

                     RENEWAL OF CORPORATE NAME CERTIFICATE

     THE RECORDS OF THE SECRETARY OF STATE HAVE BEEN REVIEWED AND THE FOLLOWING
NAME IS NOT IDENTICAL TO, AND APPEARS TO BE DISTINGUISHABLE FROM, THE NAME OF
ANY OTHER EXISTING CORPORATION, PROFESSIONAL ASSOCIATION, OR LIMITED PARTNERSHIP
ON FILE PURSUANT TO THE APPLICABLE PROVISION OF THE GEORGIA LAWS RELATING TO
CORPORATIONS, PROFESSIONAL ASSOCIATIONS AND LIMITED PARTNERSHIPS (TITLE 14 OF
THE OFFICIAL CODE OF GEORGIA ANNOTATED).

- --------------------------------------------------------------------------------
                           "SPORTSLIFE ROSWELL, INC."
- --------------------------------------------------------------------------------

     THIS CERTIFICATE SHALL BE VALID FOR A PERIOD OF TWO CALENDAR MONTHS FOR
PROFIT AND NONPROFIT CORPORATIONS AND PROFESSIONAL ASSOCIATIONS (DP, FP, DM, FM,
& PA), SIXTY (60) DAYS FOR LIMITED PARTNERSHIPS AND SIX CALENDAR MONTHS FOR
BANKS (BK) FROM THE DATE OF THIS CERTIFICATE. THE CERTIFICATE MAY NOT BE RENEWED
AND THE NAME WILL BE AVAILABLE AT THE END OF SAID PERIOD. PLEASE SUBMIT THE
ORIGINAL CERTIFICATE (WHITE COPY) WITH THE ARTICLES OF INCORPORATION,
CERTIFICATE OF LIMITED PARTNERSHIP OR APPLICATION FOR CERTIFICATE OF AUTHORITY
OR PROFESSIONAL ASSOCIATION.

     THIS IS A RENEWAL CERTIFICATE. THE CERTIFICATE WILL EXPIRE AS SET FORTH
ABOVE AND WILL NOT BE SUBJECT TO ANOTHER RENEWAL.

                              /S/ MAX CLELAND

                              MAX CLELAND
                              SECRETARY OF STATE


                              /S/ H. WAYNE HOWELL

                              H. WAYNE HOWELL
                              DEPUTY SECRETARY OF STATE


[SEAL STATE OF GEORGIA]

SECURITIES          CEMETERIES          CORPORATIONS       CORPORATIONS HOTLINE
 656-2894            656-3079             656-2817             404-656-2222
                                                           OUTSIDE METRO ATLANTA

                            [STATE OF GEORGIA SEAL]

                        BUSINESS SERVICES AND REGULATION
                   ARTICLES OF INCORPORATION DATA ENTRY FORM
                            FOR GEORGIA CORPORATIONS


                                                                                               
MAX CLELAND                                                                                                          H. WAYNE HOWELL
Secretary of State                                                                                         Deputy Secretary of State



I.     Filing Date:                           Code:                                  Docket No.:
                   -------------------------       -------------------------------              ------------------------------------
       Assigned Exam:                                                                Amt.: $                      By:
                     -------------------------------------------------------------          --------------------     ---------------
       Charter Number: 8903746                                                       Completed:
                      ------------------------------------------------------------             -------------------------------------




                  DO NOT WRITE ABOVE THIS LINE -- SOS USE ONLY

     NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE THE REMAINDER OF THIS FORM.

                                                                                                      

II.    Corporate Name: SPORTSLIFE ROSWELL, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
       Mailing Address: 1990 Delk Industrial Drive
- ------------------------------------------------------------------------------------------------------------------------------------
       City: Marietta                         County: Cobb                           State: Georgia               Zip Code: 30067
- ------------------------------------------------------------------------------------------------------------------------------------


III.   Fees Submitted: Bentley, Bentley & Bentley
- ------------------------------------------------------------------------------------------------------------------------------------
       Secretary of State: $40.00             Check No.: 51
- ------------------------------------------------------------------------------------------------------------------------------------
       Clerk of Court: $22.00                 Check No.: 49                          County: Cobb
- ------------------------------------------------------------------------------------------------------------------------------------
       Publisher: $60.00                      Check No.: 50                          Name: Marietta Daily Journal
- ------------------------------------------------------------------------------------------------------------------------------------


IV.    Incorporator: Richard P. Boggs
- ------------------------------------------------------------------------------------------------------------------------------------
       Address: 1990 Delk Industrial Drive
- ------------------------------------------------------------------------------------------------------------------------------------
       City: Marietta                                                                State: Georgia               Zip Code: 30067
- ------------------------------------------------------------------------------------------------------------------------------------


V.     Registered Agent/Office: Lyle Ray Irwin
- ------------------------------------------------------------------------------------------------------------------------------------
       Address: 1990 Delk Industrial Drive
- ------------------------------------------------------------------------------------------------------------------------------------
       City: Marietta                                                                State: Georgia               Zip Code: 30067
- ------------------------------------------------------------------------------------------------------------------------------------



                                                                                                         
VI.    ARTICLES OF INCORPORATION FILING CHECK-OFF LIST                                          Applicant         Examiner
- ------------------------------------------------------------------------------------------------------------------------------------
       1. Original and two conformed copies of Articles of Incorporation                            X
- ------------------------------------------------------------------------------------------------------------------------------------
       2. Corporate name certificate enclosed and verified                                          X
- ------------------------------------------------------------------------------------------------------------------------------------
       3. Publisher's and Clerk's checks enclosed and verified                                      X
- ------------------------------------------------------------------------------------------------------------------------------------
       4. Consent form enclosed and verified                                                        X
- ------------------------------------------------------------------------------------------------------------------------------------
       5. Corporate duration and statutory authority stated                                         X
- ------------------------------------------------------------------------------------------------------------------------------------
       6. Number shares, par value, minimum capital stated                                          X
- ------------------------------------------------------------------------------------------------------------------------------------
       7. Number of directors and their names and addresses                                         X
- ------------------------------------------------------------------------------------------------------------------------------------



                                                                                                      
VII.   Applicant/Attorney: Fred D. Bentley, Jr.                                      Telephone: 422-2300
- ------------------------------------------------------------------------------------------------------------------------------------
       Address: P.O. Box 968
- ------------------------------------------------------------------------------------------------------------------------------------
       City: Marietta                                                                State: Georgia               Zip Code: 30061
- ------------------------------------------------------------------------------------------------------------------------------------

NOTICE: Attach Articles of Incorporation, Secretary of State filing fee, name certificate, consent to serve as registered agent,
publisher's letter and fee and clerk's fee and file with the Secretary of State at 2 Martin Luther King Jr. Dr., Suite 315, West
Tower, Atlanta, Georgia 30334. For information call 404-658-2817. This form does not replace the Articles of Incorporation. I
understand that the information on this form will be used in the Secretary of State Corporate data base.

Signed:  /s/ Richard P. Boggs                                                                               Date:  February 20, 1989
- ------------------------                                                                                    ------------------------


Form A-100
2-1-87

EX-3.100

                                                                   Exhibit 3.100

                                    BY-LAWS

                                       OF

                            SPORTSLIFE ROSWELL, INC.

                                   ARTICLE I

                                  STOCKHOLDERS

     Section 1. Place of Stockholders' Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within or
outside the State of Georgia, as may be fixed by the Board of Directors from
time to time or as shall be specified in the respective notices thereof.

     Section 2. Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders shall be held on such day and at such time as
the Directors may determine from time to time by resolution, at which meeting
the stockholders shall elect, by a plurality of the votes cast by the shares
entitled to vote in the election of a meeting at which a quorum is present, a
Board of Directors, and transact such other business as may properly be brought
before the meeting. If for any reason a Board of Directors shall not be elected
at the Annual Meeting of Stockholders, or if it appears that such Annual Meeting
is not held on such date as may be fixed by the Directors in accordance with the
provisions of the By-laws, then in either such event the Directors shall cause
the election to be held as soon thereafter as convenient.

     Section 3. Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President or any Vice
President, the Secretary or by the Board of Directors, and shall be called by
any of the foregoing at the request in writing of stockholders owning a majority
of all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting. Such request shall be signed, dated and delivered
to the Corporation and state the purpose or purposes of the meeting.

     Section 4. Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Georgia, not less than ten days
nor more than sixty days before the date of every stockholders' meeting the
Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation. If not otherwise fixed under the
Georgia Business Corporation Code (the "Code") Section 14-2-703 or 14-2-707, the
record date for determining shareholders

entitled to notice of and entitled to vote at an annual or special shareholders'
meeting is the close of business on the day before the first notice is
delivered to shareholders.

          An Affidavit of the Secretary or an Assistant Secretary or of a
transfer agent of the Corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

          Section 5.    Quorum of Stockholders.

                 (a)    Unless otherwise provided by the laws of Georgia, at any
          meeting of the stockholders the presence in person or by proxy of
          stockholders entitled to cast a majority of the votes thereat shall
          constitute a quorum.

                 (b)    The holders of a majority of the voting shares
          represented at a meeting may adjourn the meeting from time to time.
          This right to adjourn exists whether or not a quorum is present at the
          meeting and applies to annual as well as special meetings, including
          any meetings that are adjourned and reconvened. Notice of any
          adjourned meeting other than announcement at the meeting shall not be
          required to be given, except as provided in paragraph (d) below and
          except where expressly required By-law.

                 (c)    At any adjourned meeting at which a quorum shall be
          present, any business may be transacted which might have been
          transacted at the meeting originally called, but only those
          stockholders entitled to vote at the meeting as originally noticed
          shall be entitled to vote at any adjournment or adjournments thereof,
          unless a new record date is fixed by the Board of Directors.

                 (d)    The Board of Directors may fix a new record date if the
          Board of Directors desires, but must fix a new record date if the
          meeting is adjourned to a date more than 120 days after the date fixed
          for the original meeting. If a new record date is not fixed, the
          determination of shareholders entitled to notice of or to vote at a
          shareholders' meeting is effective for any adjournment of the meeting.

          Section 6.    Chairman and Secretary of Meeting. The Chairman, or in
     his absence, the Vice Chairman, or in his absence, the President, or in his
     absence, any Vice President, shall preside at meetings of the stockholders.
     The Secretary shall act as secretary of the meeting, or in his absence an
     Assistant Secretary shall act, or if neither is present, then the presiding
     officer shall appoint a person to act as secretary of the meeting.

          Section 7.    Voting by Stockholders. Except as may be otherwise
     provided by the Articles of Incorporation or by these By-laws, at every
     meeting of the stockholders each stockholder shall be entitled to one vote
     for each share of stock standing in his name on the books of the
     Corporation on the record date for the meeting. All elections and questions
     shall be decided by the vote of a

                                       2

ATL01/11462723vl

majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Georgia, the Articles of Incorporation or these By-laws.

     Section 8.  Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.

     Section 9.  Consents. The provision of these By-Laws covering notices and
meetings to the contrary notwithstanding, any action required or permitted to
be taken at any meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken shall be signed by all shareholders entitled to vote thereon
or, if so provided in the Articles of incorporation, by the holders of
outstanding stock having not less than the minimum number of votes that would
have been necessary to authorize or take such action at a meeting at which all
shares of stock entitled to vote thereon were present and voted. The
Corporation must also meet further requirements of the Code concerning these
consents, including giving written notice of the action taken when less than
all shareholders execute the written consent.

                                   ARTICLE II

     Section 1.  Registered Office.

             (a)  The Corporation shall continuously maintain in the State of
     Georgia a registered office that may be the same as any of the
     Corporation's places of business. In addition, the Corporation shall
     continuously maintain a registered agent whose business office is identical
     with the registered office. The registered agent may be an individual who
     resides in the State of Georgia, a domestic corporation or nonprofit
     domestic corporation, or a foreign corporation or nonprofit foreign
     corporation authorized to transact business in the State of Georgia.

             (b)  In addition to its registered office in the State of Georgia,
     the Corporation may have an office or offices in such other places as the
     Board of Directors may from time to time designate or the business of the
     Corporation may require.

                                  ARTICLE III

                                   DIRECTORS

     Section 1.  Powers of Directors. The property, business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
the powers of the Corporation

                                       3

except such as are by the laws of Georgia or the Articles of Incorporation or
these By-laws required to be exercised or done by the stockholders.

     Section 2.     Number, Method of Election, Terms of Office of Directors.
The number of Directors which shall constitute the whole Board of Directors
shall be such as from time to time shall be determined by resolution of the
Board of Directors, but the number shall not be less than one provided that the
tenure of a Director shall not be affected by any decrease in the number of
Directors so made by the Board. The terms of all other directors shall expire
at the next annual shareholders' meeting following their election. Despite the
expiration of a director's term, the director shall continue to serve until a
successor is elected and qualifies or until there is a decrease in the number
of directors.

     Section 3.     Vacancies on Board of Directors.

          (a)  Any Director may resign his office at any time by delivering his
     resignation in writing to the Chairman or the President or the Secretary.
     It will take effect at the time specified therein, or if no time is
     specified, it will be effective at the time of its receipt by the
     Corporation. The acceptance of a resignation shall not be necessary to make
     it effective, unless expressly so provided in the resignation.

          (b)  Any vacancy or newly created Directorship resulting from any
     increase in the authorized number of Directors may be filled by vote of a
     majority of the Directors then in office, though less than a quorum, and
     any Director so chosen shall hold office until the next annual election of
     Directors by the stockholders and until his successor is duly elected and
     qualified, or until his earlier resignation or removal.

     Section 4.     Meetings of the Board of Directors.

          (a)  The Board of Directors may hold their meetings, both regular and
     special, either within or outside the State of Georgia.

          (b)  Regular meetings of the Board of Directors may be held without
     notice at such time and place as shall from time to time be determined by
     resolution of the Board of Directors.

          (c)  The first meeting of each newly elected Board of Directors,
     except the initial Board of Directors, shall be held as soon as practicable
     after the Annual Meeting of the stockholders for the election  of officers
     and the transaction of such other business as may come before it.

                                       4

          (d) Special meetings of the Board of Directors shall be held whenever
     called by direction of the Chairman or the President or at the request of
     Directors constituting one-third of the number of Directors then in office,
     but not less than two Directors.

          (e) The Secretary shall give notice to each Director of any meeting of
     the Board of Directors by mailing the same at least two days before the
     meeting or by telegraphing or delivery via facsimile or delivering the
     same not later than the day before the meeting. Such notice need not
     include a statement of the business to be transacted at, or the purpose of,
     any such meeting. Any and all business may be transacted at any meeting of
     the Board of Directors. No notice of any adjourned meeting need be given.
     No notice to or waiver by any Director shall be required with respect to
     any meeting at which the Director is present.

          Section 5. Quorum and Action. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business; but if
there shall be less than a quorum at any meeting of the Board, a majority of
those present may adjourn the meeting from time to time. Unless otherwise
provided by the laws of Georgia, the Articles of Incorporation or these By-laws,
the act of a majority of the Directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors.

          Section 6. Presiding Officer and Secretary of Meeting. The Chairman
or, in his absence, a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officers shall
appoint a secretary of the meeting.

          Section 7. Action by Consent Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.

          Section 8. Executive Committee. The Board of Directors may appoint
from among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may by resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice Chairman of the
Board, who shall be the presiding officer of the Committee. During the intervals
between the meetings of the Board, the Executive Committee shall possess and may
exercise all of the powers of the Board in the management of the business and
affairs of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the same to the
Board. A majority of the members of the Committee shall constitute a quorum. The
act of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.


                                       5

     Section 9. Other Committees. The Board of Directors may also appoint from
among its members such other committees of two or more Directors as it may from
time to time deem desirable, and may delegate to such committees such powers of
the Board as it may consider appropriate.

     Section 10. Compensation of Directors. Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. Executive Officers of the Corporation. The executive officers
of the Corporation shall be chosen by the Board of Directors and shall consist
of a Chairman, a President, a Vice President, a Secretary and a Treasurer. The
Board of Directors also may appoint a Vice Chairman of the Board, and such
additional Vice Presidents, Assistant Secretaries and Assistant Treasurers as
they shall deem necessary. Any two offices may be filled by the same person.
None of the officers need be a member of the Board except the Chairman of the
Board and the Vice Chairman of the Board. The officers will have the authority
and shall perform the duties as set forth in these By-laws. The other officers
that are appointed will have the authority and shall perform the duties as
established by the Board of Directors from time to time.

     Section 2. Choosing of Executive Officers. The Board of Directors at its
first meeting after each Annual Meeting of Stockholders shall choose a
Chairman, a President, a Vice President, and a Secretary and a Treasurer.

     Section 3. Additional Officers. The Board of Directors may appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.

     Section 4. Salaries. The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.

     Section 5. Term, Removal and Vacancies. The officers of the Corporation
shall hold office until their respective successors are chosen and qualify. Any
officer elected or appointed by the Board of Directors may be removed at any
time with or without cause by the affirmative vote of a majority of the Board
of Directors. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.

                                       6

     Section 6.     Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the stockholders. In
the absence or disability of the Chairman of the Board: (a) the Vice Chairman of
the Board shall preside at all meetings of the Board of Directors and of the
stockholders, and (b) the powers and duties of the Chairman of the Board shall
be exercised jointly by the Vice Chairman of the Board and the President until
such authority is altered by action of the Board of Directors. The Chairman of
the Board shall present to the Annual Meeting of Stockholders a report of the
business of the preceding fiscal year.

     Section 7.     Vice Chairman of the Board. The Vice Chairman of the Board,
if any, shall have such powers and perform such duties as are provided in these
By-laws or as may be delegated to him by the Chairman of the Board, and shall
perform such other duties as may from time to time be assigned to him by the
Board of Directors.

     Section 8.     President. The President shall have such powers and perform
such duties as are provided in these By-laws or as may be delegated to him by
the Board of Directors or the Chairman of the Board. The President shall be the
Chief Executive Officer of the Corporation and shall have all the duties and
responsibilities previously enumerated for the Chairman of the Board. In the
absence of the Chairman of the Board and the Vice Chairman of the Board, the
President shall preside at all meetings of the stockholders.

     Section 9.     Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Company and shall exercise and perform all duties incident to the office of
the Chief Executive Officer. He shall have direct supervision of the other
officers and shall also exercise and perform such powers and duties as may be
assigned to him by the Board of Directors.

     Section 10.    Powers and Duties of Vice Presidents. Any Vice President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. If the Corporation has more than one Vice
President, the one designated by the Board of Directors to act in lieu of the
President shall act in lieu of the President. Each Vice President shall have
such other powers and shall perform such other duties as may be assigned to him
by the Board.

     Section 11.    Powers and Duties of Treasurer and Assistant Treasurers.

            (a)     The Treasurer shall have the care and custody of all the
     funds and securities of the Corporation except as may be otherwise ordered
     by the Board of Directors, and shall cause such funds to be deposited to
     the credit of the Corporation in such banks or depositories as may be
     designated by the Board of Directors, the Chairman, the President or

                                       7

the Treasurer, and shall cause such securities to be placed in safekeeping in
such manner as may be designated by the Board of Directors, the Chairman, the
President or the Treasurer.

     (b)  The Treasurer, or an Assistant Treasurer, or such other person or
persons as may be designated for such purpose by the Board of Directors, the
Chairman, the President or the Treasurer, may endorse in the name and on behalf
of the Corporation all instruments for the payment of money, bills of lading,
warehouse receipts, insurance policies and other commercial documents requiring
such endorsement.

     (c)  The Treasurer, or an Assistant Treasurer, or such other person or
persons as may be designated for such purpose by the Board of Directors, the
Chairman, the President or the Treasurer, may sign all receipts and vouchers
for payments made to the Corporation; he shall render a statement of the cash
account of the Corporation to the Board of Directors as often as it shall
require the same; he shall enter regularly in books to be kept by him for that
purpose full and accurate accounts of all moneys received and paid by him on
account of the Corporation and of all securities received and delivered by the
Corporation.

     (d)  Each Assistant Treasurer shall perform such duties as may from time
to time be assigned to him by the Treasurer or by the Board of Directors. In
the event of the absence of the Treasurer or his incapacity or inability to
act, then any Assistant Treasurer may perform any of the duties and may
exercise any of the powers of the Treasurer.

Section 12.    Powers and Duties of Secretary and Assistant Secretaries.

     (a)  The Secretary shall attend all meetings of the Board, all meetings of
the stockholders, and shall keep the minutes of all proceedings of the
stockholders and the Board of Directors in proper books provided for that
purpose. The Secretary shall attend to the giving and serving of all notices of
the Corporation in accordance with the provisions of the By-laws and as
required by the laws of Georgia. The Secretary may, with the President, a Vice
President or other authorized officer, sign all contracts and other documents
in the name of the Corporation. He shall perform such other duties as may be
prescribed in these By-laws or assigned to him and all other acts incident to
the position of Secretary.

     (b)  Each Assistant Secretary shall perform such duties as may from time
to time be assigned to him by the Secretary or by the Board of Directors. In
the event of the absence of the Secretary or his incapacity or inability to
act, then any Assistant Secretary may perform any of the duties and may
exercise any of the powers of the Secretary.

     (c)  In no case shall the Secretary or any Assistant Secretary, without
the express authorization and direction of the Board of Directors, have any
responsibility for, or any duty or authority with respect to, the withholding
or payment of any federal, state or local taxes of the Corporation, or the
preparation or filing of any tax return.


                                       8

                                   ARTICLE V

                                 CAPITAL STOCK

     Section 1. Stock Certificates.

          (a) Every holder of stock in the Corporation shall be entitled to have
     a certificate signed in the name of the Corporation by the Chairman or the
     President or the Vice Chairman or a Vice President, and by the Treasurer or
     an Assistant Treasurer or the Secretary or an Assistant Secretary,
     certifying the number of shares owned by him.

          (b) If such a certificate is countersigned by a transfer agent other
     than the corporation or its employee, or by a registrar other than the
     Corporation or its employee, the signatures of the officers of the
     Corporation may be facsimiles and, if permitted by Georgia law, any other
     signature on the certificate may be a facsimile.

          (c) In case any officer who has signed or whose facsimile signature
     has been placed upon a certificate shall have ceased to be such officer
     before such certificate is issued, it may be issued by the Corporation with
     the same effect as if he were such officer at the date of issue.

          (d) Certificates of stock shall be issued in such form, not
     inconsistent with the Articles of Incorporation and the Code, as shall be
     approved by the Board of Directors. They shall be numbered and registered
     in the order in which they are issued. No certificate shall be issued until
     fully paid.

     Section 2. Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Georgia.

     Section 3. Transfer of Record Ownership. Transfers of stock shall be made
on the books of the Corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and only upon the
surrender of the certificate therefor and a written assignment of the shares
evidenced thereby. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.
Notwithstanding the foregoing, the Corporation has no duty to register the

                                       9



transfer of a share unless: (a) the certificate representing that share has been
endorsed by the appropriate person or persons; (b) reasonable assurance has been
given that the endorsement or affidavit (in the case of a lost, stolen, or
destroyed certificate) is genuine and effective; (c) the Corporation either has
no duty to inquire into adverse claims or has discharged that duty; (d) the
requirements of any applicable law relating to the collection of taxes for the
proposed transfer have been met; and (e) the transfer is in fact rightful or is
to a bona fide purchaser.

     Section 4.     Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time may
authorize.

     Section 5.     Transfer Agent, Registrar, Rules Respecting Certificates.
The Corporation shall maintain one or more transfer offices or agencies where
stock of the Corporation shall be transferable. The Corporation shall also
maintain one or more registry offices where such stock shall be registered. The
Board of Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.

     Section 6.     Fixing Record Date for Determination of Stockholders of
Record. The Board of Directors may fix in advance a date as the record date for
the purpose of determining the stockholders entitled to notice of, or to vote
at, any meeting of the stockholders or any adjournment thereof, or the
stockholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall not be more than seventy days before the date of a meeting of the
stockholders, or any other action requiring such determination of the
stockholders. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting. If the Board of Directors does not fix a future date
as a record date, the Corporation shall determine the record date in accordance
with the Code.

                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

     Section 1.     Voting. Unless the Board of Directors shall otherwise order,
the Chairman, the Vice Chairman, the President, any Vice President or the
Treasurer shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of the stockholders of any corporation in
which the Corporation may hold stock and at such meeting to exercise any or all

                                       10


rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to act
as aforesaid. The Board of Directors from time to time may confer like powers
upon any other person or persons.

     Section 2. General Authorization to Transfer Securities Held by the
Corporation.

          (a) Any of the following officers, to-wit: the Chairman, the
     President, any Vice President, the Treasurer or the Secretary of the
     Corporation shall be and are hereby authorized and empowered to transfer,
     convert, endorse, sell, assign, set over and deliver any and all shares of
     stock, bonds, debentures, notes, subscription warrants, stock purchase
     warrants, evidences of indebtedness, or other securities now or hereafter
     standing in the name of or owned by the Corporation, and to make, execute
     and deliver under the seal of the Corporation any and all written
     instruments of assignment and transfer necessary or proper to effectuate
     the authority hereby conferred.

          (b) Whenever there shall be annexed to any instrument of assignment
     and transfer executed, pursuant to and in accordance with the foregoing
     paragraph(a), a certificate of the Secretary or an Assistant Secretary of
     the Corporation in office at the date of such certificate setting forth the
     provisions hereof and stating that they are in full force and effect and
     setting forth the names of persons who are then officers of the
     Corporation, then all persons to whom such instrument and annexed
     certificate shall thereafter come shall be entitled, without further
     inquiry or investigation and regardless of the date of such certificate, to
     assume and to act in reliance upon the assumption that the shares of stock
     or other securities named in such instrument were theretofore duly and
     properly transferred, endorsed, sold, assigned, set over and delivered by
     the Corporation, and that with respect to such securities the authority of
     these provisions of the By-laws and of such officers is still in full force
     and effect.

                                  ARTICLE VII

                                   DIVIDENDS

     Section 1. Declaration of Dividends. Dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Articles of
Incorporation and in accordance with the Code.

     Section 2. Record Date. The Board of Directors may fix a future date as the
record date in order to determine shareholders entitled to a distribution (other
than one involving a purchase, redemption, or other reacquisition of the
Corporation's shares). If the Board of Directors does not fix a future date as
the record date, the Corporation shall determine the record date in accordance
with the Code

                                       11

                                  ARTICLE VIII

                                INDEMNIFICATION
                                ---------------

     Section 1.  Definitions and References.  Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Article 8 of the Code.
Whenever in this provision reference is made to a specific section of the Code,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     Section 2.  Indemnification of and Advancement of Expenses to Directors.
The Corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Georgia corporation is permitted,
without shareholder approval, to indemnify and advance expenses to its directors
under Part 5 of Article 8 of the Code, as amended from time to time, other than
the provisions of Section 14-2-856 thereof.

     Section 3.  Indemnification of and Advancement of Expenses to Officers,
Employees and Agents.  The Corporation shall indemnify and advance expenses to
its board-elected officers who are not directors (and may, if authorized for a
specific proceeding, indemnify and advance expenses to its other employees and
agents who are not board-elected officers or directors) to the same extent and
under the same conditions as to directors. No advancement or reimbursement of
expenses to officers, employees or agents in accordance with the foregoing
sentence shall be made unless the proposed indemnitee furnishes the Corporation
a written affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct set forth in Section 14-2-851(a), and he or she
furnishes the Corporation a written undertaking, executed personally or on his
or her behalf, to repay any advances if it is ultimately determined that he or
she is not entitled to indemnification under this Article or Part 5 of Article 8
of the Code.

     Section 4.  Insurance.  The Corporation may purchase and maintain insurance
on behalf of an individual who is a director, officer, employee or agent of the
Corporation or who, while a director, officer, employee or agent of the
Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign Corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer, employee, or agent,
whether or not the Corporation would have power to indemnify or advance expenses
to him or her against the same liability under this Article or under Part 5 of
Article 8 of the Code.

     Section 5.  Contract Rights.  The right to indemnification and advancement
of expenses conferred hereunder to directors and board-elected officers shall be
a contract right and shall not be affected adversely to any director or
board-elected officer by any amendment of these By-laws with respect to any
action or inaction occurring prior to such amendment; provided, however, that
this provision shall not confer upon any indemnitee or potential indemnitee (in
his


                                       12

or her capacity as such) the right to consent or object to any subsequent
amendment of these By-laws.

     Section 6.  Non-exclusivity, Etc.  The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Code or otherwise.

     Section 7.  Amendments.  No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or board-elected officer of the Corporation with
respect to any action taken or omitted by such person prior to such amendment,
modification or rescission.

     Section 8.  Conflicts with Code.  To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Article 8
of the Code, such provisions of the Code shall govern.

     Section 9.  Severability.  In the event that any of the provisions of this
Article (including any provision within a single section, subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Article shall remain
enforceable to the fullest extent permitted by law.



                                   ARTICLE IX
                                   ----------

                               GENERAL PROVISIONS
                               ------------------

     Section 1.  Signatures of Officers.  All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.

     Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     Section 3.  Seal.  Upon resolution of the Board of Directors, the
Corporation may elect to have a corporate seal. In such event, the corporate
seal shall have inscribed thereon the name of the Corporation, the year of its
incorporation and the words "Corporate Seal, Georgia". Said seal may be used for
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.


                                       13


     Section 4.  Inspection of Records. The Board of Directors may determine
what corporate records, other than those specifically required by the Code to
be made open to inspection, will be made open to the right of inspection by the
shareholders. In addition, the Board of Directors may fix reasonable rules not
in conflict with the Code regarding the inspection of corporate records that
are required by the Code or are permitted by determination of the Board of
Directors to be made open to inspection. The right of inspection granted in
Section 14-2-1602(c) of the Code is not available to any shareholder owning two
percent (2%) or less of the shares outstanding, unless the Board of Directors in
its discretion grants prior approval for the inspection to the shareholder.

     Section 5.  Conflict with Articles of Incorporation. In the event that any
provision of these By-laws conflicts with any provision of the Articles of
Incorporation, the provision in the Articles of Incorporation will govern.

                                   ARTICLE X

                      WAIVER OF OR DISPENSING WITH NOTICE

     Whenever any  notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws of
Georgia, the Articles of Incorporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the holding thereof, or actual attendance at the meeting in person, or
in the case of the stockholders, by his attorney-in-fact, shall be deemed
equivalent to the giving of such notice to such persons. No notice need be given
to any person with whom communication is made unlawful by any law of the United
States or any rule, regulation, proclamation or executive order issued under any
such law.

                                   ARTICLE XI

                              AMENDMENT OF BY-LAWS

     The Board of Directors may amend or repeal the By-laws or adopt new By-laws
unless the Articles of Incorporation or the Code reserves this power exclusively
to the shareholders or unless the shareholders in amending or repealing a
particular bylaw provide expressly that the Board of Directors may not amend or
repeal such bylaw. The shareholders may amend or repeal the By-laws or adopt new
By-laws even though the By-laws may also be amended or repealed by the Board of
Directors. In amending or repealing By-laws or adopting new By-laws, the Board
of Directors and the shareholders shall comply with any other applicable
provisions of the Code.

                                       14

EX-3.101

                                                                   Exhibit 3.101

       SECRETARY OF STATE
BUSINESS SERVICES AND REGULATION
     SUITE 306, WEST TOWER
  2 MARTIN LUTHER KING JR. DR.
    ATLANTA, GEORGIA 30334         CHARTER NUMBER      :    9012783 DP
                                   COUNTY              :    COBB
                                   DATE INCORPORATED   :    JULY 09, 1990
                                   EXAMINER            :    DONNA HYDE
                                   TELEPHONE           :    404-656-0624

REQUESTED BY:

BENTLEY, BENTLEY & BENTLEY
RANDALL BENTLEY
P.O. BOX 968
MARIETTA, GEORGIA 30061

                          CERTIFICATE OF INCORPORATION

     I, MAX CLELAND, Secretary of State and the Corporations Commissioner of
the State of Georgia do hereby certify, under the seal of my office, that

- ------------------------------------------------------------------------------
                       "SPORTSLIFE STONE MOUNTAIN, INC."
- ------------------------------------------------------------------------------

has been duly incorporated under the laws of the State of Georgia on the date
set forth above, by the filing of articles of incorporation in the office of
the Secretary of State and the fees therefor paid, as provided by law, and that
attached hereto is a true copy of said articles of incorporation.

     WITNESS, my hand and official seal, in the City of Atlanta and the State
of Georgia on the date set forth below.

DATE: JULY 10, 1990

FORM A1 (JULY 1989)

                                                  /s/ Max Cleland
                                                  -----------------------------
                                                  MAX CLELAND
                                                  SECRETARY OF STATE

[STATE OF GEORGIA SEAL]

                                                  /s/ H. Wayne Howell
                                                  -----------------------------
                                                  H. WAYNE HOWELL
                                                  DEPUTY SECRETARY OF STATE


SECURITIES          CEMETERIES          CORPORATIONS       CORPORATIONS HOT-LINE
 656-2894            656-3079             656-2817              404-656-2222




                           ARTICLES OF INCORPORATION

                                       OF

                        SPORTSLIFE STONE MOUNTAIN, INC.


                                      (1)

     The name of the Corporation is SPORTSLIFE STONE MOUNTAIN, INC.

                                      (2)

     The number of shares the corporation is authorized to issue is 1,000,000.

                                      (3)

     The street address of the initial registered office of the corporation is
Interstate North Circle, Building 294, Suite 100, Atlanta, Cobb County, Georgia
30339. Registered Agent is Lyle Ray Irwin.

                                      (4)

     The name and address of each incorporator is:

Richard P. Boggs    Interstate North Circle
                    Building 294, Suite 100
                    Atlanta, Georgia 30339

                                      (5)

     The mailing address of the initial principal office of the corporation is
Interstate North Circle, Building 294, Suite 100, Atlanta, Georgia 30339.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.

                                        /s/ Richard P. Boggs
                                        ----------------------------------
                                        RICHARD P. BOGGS


[BENTLEY, BENTLEY & BENTLEY
   LETTERHEAD]


[SEAL]                                                                      A100
MAX CLELAND               BUSINESS SERVICES AND REGULATION
Secretary of State             Suite 315, West Tower                 Eff. 7/1/83
State of Georgia           2 Martin Luther King Jr., Drive          J.F. GULLION
                              Atlanta, Georgia 30334                    Director
                                 (404) 656-2817

                    ARTICLES OF INCORPORATION DATA ENTRY FORM
                            FOR GEORGIA CORPORATIONS


I.   Filing Date:    7/9/98      Code:  DC     Docket Number: 90191157, 160
     Assigned Exam:  69          Amount: $                    By:
     Charter Number: 9012783     Completed:

                  DO NOT WRITE ABOVE THIS LINE -- SOS USE ONLY
     NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE THE REMAINDER OF THIS FORM.

II.  Company's Name:     Sportslife Stone Mountain, Inc.
     Mailing Address:    Interstate North Circle, Building 294, Suite 100
     City: Atlanta       County: Cobb     State: Georgia     Zip Code: 30339

III. Fees Submitted By:  Bentley, Bentley & Bentley
     Amount Enclosed:    $110.00          Check Number: 2181

IV.  Incorporator:       Richard P. Boggs
     Address:            Interstate North Circle, Building 294, Suite 100
     City:               Atlanta          State: Georgia     Zip Code: 30339
     Incorporation:
     Address:
     City:               State:           Zip Code:

V.   Registered Agent/Officer:  Lyle Ray Irwin
     Address:                   Interstate North Circle, Building 294, Suite 100
     City: Atlanta       County: Cobb     State: Georgia     Zip Code: 30339

VI.  ARTICLES OF INCORPORATION FILING CHECK-OFF LIST        Applicant   Examiner
     1. Original and one conformed copy of Articles
        of Incorporation                                       X
     2. Corporate name verification number 90176555
     3. Authorized shares stated                               X
     4. Incorporation's signature                              X
     5. Post effective date, if applicable
     6. Number of pages attached                               2

VII. Applicant/Attorney: Randall Bentley       Telephone: 422-2300
     Address:            P.O. Box 968
     City: Marietta      State: Georgia        Zip Code: 30061

NOTICE: Attach original and one copy of the Articles of Incorporation and the
Secretary of State filing fee ($60.00). Mail or deliver to the above address.
This form does not replace the Articles of Incorporation.

I understand that the information on this form will be used in the Secretary of
State Corporate database. I certify that a notice of Intent to Incorporate and
a publishing fee of $40.00 has been mailed or delivered to an authorized
newspaper, as required by law.

Signed: /s/ Randall Bentley              Date:  July 9, 1990

EX-3.102

                                                                   Exhibit 3.102

                                    BY-LAWS

                                       OF

                        SPORTSLIFE STONE MOUNTAIN, INC.

                                   ARTICLE I

                                  STOCKHOLDERS

     Section 1.     Place of Stockholders' Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within
or outside the State of Georgia, as may be fixed by the Board of Directors from
time to time or as shall be specified in the respective notices thereof.

     Section 2.     Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders shall be held on such day and at such time as
the Directors may determine from time to time by resolution, at which meeting
the stockholders shall elect, by a plurality of the votes cast by the shares
entitled to vote in the election of a meeting at which a quorum is present, a
Board of Directors, and transact such other business as may properly be brought
before the meeting. If for any reason a Board of Directors shall not be elected
at the Annual Meeting of Stockholders, or if it appears that such Annual
Meeting is not held on such date as may be fixed by the Directors in accordance
with the provisions of the By-laws, then in either such event the Directors
shall cause the election to be held as soon thereafter as convenient.

     Section 3.     Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President or any Vice
President, the Secretary or by the Board of Directors, and shall be called by
any of the foregoing at the request in writing of stockholders owning a majority
of all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting. Such request shall be signed, dated and delivered
to the Corporation and state the purpose or purposes of the meeting.

     Section 4.     Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Georgia, not less than ten days
nor more than sixty days before the date of every stockholders' meeting the
Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation. If not otherwise fixed under the
Georgia Business Corporation Code (the "Code") Section 14-2-703 or 14-2-707,
the record date for determining shareholders


entitled to notice of and entitled to vote at an annual or special shareholders'
meeting is the close of business on the day before the first notice is delivered
to shareholders.

     An Affidavit of the Secretary or an Assistant Secretary or of a transfer
agent of the Corporation that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.

     Section 5.     Quorum of Stockholders.

            (a)     Unless otherwise provided by the laws of Georgia, at any
     meeting of the stockholders the presence in person or by proxy of
     stockholders entitled to cast a majority of the votes thereat shall
     constitute a quorum.

            (b)     The holders of a majority of the voting shares represented
     at a meeting may adjourn the meeting from time to time. This right to
     adjourn exists whether or not a quorum is present at the meeting and
     applies to annual as well as special meetings, including any meetings that
     are adjourned and reconvened. Notice of any adjourned meeting other than
     announcement at the meeting shall not be required to be given, except as
     provided in paragraph (d) below and except where expressly required By-law.

            (c)     At any adjourned meeting at which a quorum shall be present,
     any business may be transacted which might have been transacted at the
     meeting originally called, but only those stockholders entitled to vote at
     the meeting as originally noticed shall be entitled to vote at any
     adjournment or adjournments thereof, unless a new record date is fixed by
     the Board of Directors.

            (d)     The Board of Directors may fix a new record date if the
     Board of Directors desires, but must fix a new record date if the meeting
     is adjourned to a date more than 120 days after the date fixed for the
     original meeting. If a new record date is not fixed, the determination of
     shareholders entitled to notice of or to vote at a shareholders' meeting is
     effective for any adjournment of the meeting.

     Section 6.     Chairman and Secretary of Meeting. The Chairman, or in his
absence, the Vice Chairman, or in his absence, the President, or in his absence,
any Vice President, shall preside at meetings of the stockholders. The Secretary
shall act as secretary of the meeting, or in his absence an Assistant Secretary
shall act, or if neither is present, then the presiding officer shall appoint a
person to act as secretary of the meeting.

     Section 7.     Voting by Stockholders. Except as may be otherwise provided
by the Articles of Incorporation or by these By-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation on the record date
for the meeting. All elections and questions shall be decided by the vote of a

                                       2

majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Georgia, the Articles of Incorporation or these By-Laws.

     Section 8. Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.

     Section 9. Consents. The provision of these By-Laws covering notices and
meetings to the contrary notwithstanding, any action required or permitted to be
taken at any meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken shall be signed by all shareholders entitled to vote thereon or,
if so provided in the Articles of incorporation, by the holders of outstanding
stock having not less than the minimum number of votes that would have been
necessary to authorize or take such action at a meeting at which all shares of
stock entitled to vote thereon were present and voted. The Corporation must also
meet further requirements of the Code concerning these consents, including
giving written notice of the action taken when less than all shareholders
execute the written consent.

                                   ARTICLE II

     Section 1. Registered Office.

          (a) The Corporation shall continuously maintain in the State of
     Georgia a registered office that may be the same as any of the
     Corporation's places of business. In addition, the Corporation shall
     continuously maintain a registered agent whose business office is identical
     with the registered office. The registered agent may be an individual who
     resides in the State of Georgia, a domestic corporation or nonprofit
     domestic corporation, or a foreign corporation or nonprofit foreign
     corporation authorized to transact business in the State of Georgia.

          (b) In addition to its registered office in the State of Georgia, the
     Corporation may have an office or offices in such other places as the Board
     of Directors may from time to time designate or the business of the
     Corporation may require.

                                  ARTICLE III

                                   DIRECTORS

     Section 1. Powers of Directors. The property, business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
the powers of the Corporation

                                       3


except such as are by the laws of Georgia or the Articles of Incorporation or
these By-laws required to be exercised or done by the stockholders.

     Section 2.  Number, Method of Election, Terms of Office of Directors. The
number of Directors which shall constitute the whole Board of Directors shall
be such as from time to time shall be determined by resolution of the Board of
Directors, but the number shall not be less than one provided that the tenure
of a Director shall not be affected by any decrease in the number of Directors
so made by the Board. The terms of all other directors shall expire at the next
annual shareholders' meeting following their election. Despite the expiration
of a director's term, the director shall continue to serve until a successor is
elected and qualifies or until there is a decrease in the number of directors.

     Section 3.  Vacancies on Board of Directors.

            (a)  Any Director may resign his office at any time by delivering
     his resignation in writing to the Chairman or the President or the
     Secretary. It will take effect at the time specified therein, or if no
     time is specified, it will be effective at the time of its receipt by the
     Corporation. The acceptance of a resignation shall not be necessary to
     make it effective, unless expressly so provided in the resignation.

            (b)  Any vacancy or newly created Directorship resulting from any
     increase in the authorized number of Directors may be filled by vote of a
     majority of the Directors then in office, though less than a quorum, and
     any Director so chosen shall hold office until the next annual election of
     Directors by the stockholders and until his successor is duly elected and
     qualified, or until his earlier resignation or removal.

     Section 4.  Meetings of the Board of Directors.

            (a)  The Board of Directors may hold their meetings, both regular
     and special, either within or outside the State of Georgia.

            (b)  Regular meetings of the Board of Directors may be held without
     notice at such time and place as shall from time to time be determined by
     resolution of the Board of Directors.

            (c)  The first meeting of each newly elected Board of Directors,
     except the initial Board of Directors, shall be held as soon as
     practicable after the Annual Meeting of the stockholders for the election
     of officers and the transaction of such other business as may come before
     it.

                                       4

            (d)  Special meetings of the Board of Directors shall be held
     whenever called by direction of the Chairman or the President or at the
     request of Directors constituting one-third of the number of Directors then
     in office, but not less than two Directors.

            (e)  The Secretary shall give notice to each Director of any meeting
     of the Board of Directors by mailing the same at least two days before the
     meeting or by telegraphing or delivery via facsimile or delivering the same
     not later than the day before the meeting. Such notice need not include a
     statement of the business to be transacted at, or the purpose of, any such
     meeting. Any and all business may be transacted at any meeting of the Board
     of Directors. No notice of any adjourned meeting need be given. No notice
     to or waiver by any Director shall be required with respect to any meeting
     at which the Director is present.

     Section 5.  Quorum and Action.  A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business; but if there shall be
less than a quorum at any meeting of the Board, a majority of those present may
adjourn the meeting from time to time. Unless otherwise provided by the laws of
Georgia, the Articles of Incorporation or these By-laws, the act of a majority
of the Directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors.

     Section 6.  Presiding Officer and Secretary of Meeting.  The Chairman or,
in his absence, a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officers shall
appoint a secretary of the meeting.

     Section 7.  Action by Consent Without Meeting.  Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.

     Section 8.  Executive Committee.  The Board of Directors may appoint from
among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may be resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice Chairman of the
Board, who shall be the presiding officer of the Committee. During the intervals
between the meetings of the Board, the Executive Committee shall possess and may
exercise all of the powers of the Board in the management of the business and
affairs of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the same to the
Board. A majority of the members of the Committee shall constitute a quorum. The
act of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.


                                       5

     Section 9.  Other Committees.  The Board of Directors may also appoint from
among its members such other committees of two or more Directors as it may from
time to time deem desirable, and may delegate to such committees such powers of
the Board as it may consider appropriate.

     Section 10. Compensation of Directors.  Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.


                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

     Section 1.  Executive Officers of the Corporation.  The executive officers
of the Corporation shall be chosen by the Board of Directors and shall consist
of a Chairman, a President, a Vice President, a Secretary and a Treasurer. The
Board of Directors also may appoint a Vice Chairman of the Board, and such
additional Vice Presidents, Assistant Secretaries and Assistant Treasurers as
they shall deem necessary. Any two offices may be filled by the same person.
None of the officers need be a member of the Board except the Chairman of the
Board and the Vice Chairman of the Board. The officers will have the authority
and shall perform the duties as set forth in these By-laws. The other officers
that are appointed will have the authority and shall perform the duties as
established by the Board of Directors from time to time.

     Section 2.  Choosing of Executive Officers.  The Board of Directors at its
first meeting after each Annual Meeting of Stockholders shall choose a Chairman,
a President, a Vice President, and a Secretary and a Treasurer.

     Section 3.  Additional Officers.  The Board of Directors may appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

     Section 4.  Salaries.  The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.

     Section 5.  Term, Removal and Vacancies.  The officers of the Corporation
shall hold office until their respective successors are chosen and qualify. Any
officer elected or appointed by the Board of Directors may be removed at any
time with or without cause by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.


                                       6


     Section 6. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the stockholders. In the
absence or disability of the Chairman of the Board: (a) the Vice Chairman of the
Board shall preside at all meetings of the Board of Directors and of the
stockholders, and (b) the powers and duties of the Chairman of the Board shall
be exercised jointly by the Vice Chairman of the Board and the President until
such authority is altered by action of the Board of Directors. The Chairman of
the Board shall present to the Annual Meeting of Stockholders a report of the
business of the preceding fiscal year.

     Section 7. Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall have such powers and perform such duties as are provided in these
By-laws or as may be delegated to him by the Chairman of the Board, and shall
perform such other duties as may from time to time be assigned to him by the
Board of Directors.

     Section 8. President. The President shall have such powers and perform such
duties as are provided in these By-laws or as may be delegated to him by the
Board of Directors or the Chairman of the Board. The President shall be the
Chief Executive Officer of the Corporation and shall have all the duties and
responsibilities previously enumerated for the Chairman of the Board. In the
absence of the Chairman of the Board and the Vice Chairman of the Board, the
President shall preside at all meetings of the stockholders.

     Section 9. Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Company and shall exercise and perform all the duties incident to the office
of the Chief Executive Officer. He shall have direct supervision of the other
officers and shall also exercise and perform such powers and duties as may be
assigned to him by the Board of Directors.

     Section 10. Powers and Duties of Vice Presidents. Any Vice President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. If the Corporation has more than one Vice
President, the one designated by the Board of Directors to act in lieu of the
President shall act in lieu of the President. Each Vice President shall have
such other powers and shall perform such other duties as may be assigned to him
by the Board.

     Section 11. Powers and Duties of Treasurer and Assistant Treasurers.

          (a) The Treasurer shall have the care and custody of all the funds and
     securities of the Corporation except as may be otherwise ordered by the
     Board of Directors, and shall cause such funds to be deposited to the
     credit of the Corporation in such banks or depositories as may be
     designated by the Board of Directors, the Chairman, the President or




                                       7


     the Treasurer, and shall cause such securities to be placed in safekeeping
     in such manner as may be designated by the Board of Directors, the
     Chairman, the President or the Treasurer.

          (b) The Treasurer, or an Assistant Treasurer, or such other person or
     persons as may be designated for such purpose by the Board of Directors,
     the Chairman, the President or the Treasurer, may endorse in the name and
     on behalf of the Corporation all instruments for the payment of money,
     bills of lading, warehouse receipts, insurance policies and other
     commercial documents requiring such endorsement.

          (c) The Treasurer, or an Assistant Treasurer, or such other person or
     persons as may be designated for such purpose by the Board of Directors,
     the Chairman, the President or the Treasurer, may sign all receipts and
     vouchers for payments made to the Corporation; he shall render a statement
     of the cash account of the Corporation to the Board of Directors as often
     as it shall require the same; he shall enter regularly in books to be kept
     by him for that purpose full and accurate accounts of all moneys received
     and paid by him on account of the Corporation and of all securities
     received and delivered by the Corporation.

          (d) Each Assistant Treasurer shall perform such duties as may from
     time to time be assigned to him by the Treasurer or by the Board of
     Directors. In the event of the absence of the Treasurer or his incapacity
     or inability to act, then any Assistant Treasurer may perform any of the
     duties and may exercise any of the powers of the Treasurer.

     Section 12. Powers and Duties of Secretary and Assistant Secretaries.

          (a) The Secretary shall attend all meetings of the Board, all meetings
     of the stockholders, and shall keep the minutes of all proceedings of the
     stockholders and the Board of Directors in proper books provided for that
     purpose. The Secretary shall attend to the giving and serving of all
     notices of the Corporation in accordance with the provisions of the By-laws
     and as required by the laws of Georgia. The Secretary may, with the
     President, a Vice President or other authorized officer, sign all contracts
     and other documents in the name of the Corporation. He shall perform such
     other duties as may be prescribed in these By-laws or assigned to him and
     all other acts incident to the position of Secretary.

          (b) Each Assistant Secretary shall perform such duties as may from
     time to time be assigned to him by the Secretary or by the Board of
     Directors. In the event of the absence of the Secretary or his incapacity
     or inability to act, then any Assistant Secretary may perform any of the
     duties and may exercise any of the powers of the Secretary.

          (c) In no case shall the Secretary or any Assistant Secretary, without
     the express authorization and direction of the Board of Directors, have any
     responsibility for, or any duty or authority with respect to, the
     withholding or payment of any federal, state or local taxes of the
     Corporation, or the preparation or filing of any tax return.


                                       8

                                   ARTICLE V

                                 CAPITAL STOCK

     Section 1. Stock Certificates.


          (a) Every holder of stock in the Corporation shall be entitled to have
     a certificate signed in the name of the Corporation by the Chairman or the
     President or the Vice Chairman or a Vice President, and by the Treasurer or
     an Assistant Treasurer or the Secretary or an Assistant Secretary,
     certifying the number of shares owned by him.


          (b) If such a certificate is countersigned by a transfer agent other
     than the Corporation or its employee, or by a registrar other than the
     Corporation or its employee, the signatures of the officers of the
     Corporation may be facsimiles and, if permitted by Georgia law, any other
     signature on the certificate may be a facsimile.

          (c) In case any officer who has signed or whose facsimile signature
     has been placed upon a certificate shall have ceased to be such officer
     before such certificate is issued, it may be issued by the Corporation with
     the same effect as if he were such officer at the date of issue.

          (d) Certificates of stock shall be issued in such form, not
     inconsistent with the Articles of Incorporation and the Code, as shall be
     approved by the Board of Directors. They shall be numbered and registered
     in the order in which they are issued. No certificate shall be issued until
     fully paid.

     Section 2. Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Georgia.

     Section 3. Transfer of Record Ownership. Transfers of stock shall be made
on the books of the Corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and only upon the
surrender of the certificate therefor and a written assignment of the shares
evidenced thereby. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.
Notwithstanding the foregoing, the Corporation has no duty to register the



                                       9

transfer of a share unless: (a) the certificate representing that share has been
endorsed by the appropriate person or persons; (b) reasonable assurance has been
given that the endorsement or affidavit (in the case of a lost, stolen, or
destroyed certificate) is genuine and effective; (c) the Corporation either has
no duty to inquire into adverse claims or has discharged that duty; (d) the
requirements of any applicable law relating to the collection of taxes for the
proposed transfer have been met; and (e) the transfer is in fact rightful or is
to a bona fide purchaser.

     Section 4. Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time may
authorize.

     Section 5. Transfer Agent, Registrar, Rules Respecting Certificates. The
Corporation shall maintain one or more transfer offices or agencies where stock
of the Corporation shall be transferable. The Corporation shall also maintain
one or more registry offices where such stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.

     Section 6. Fixing Record Date for Determination of Stockholders of Record.
The Board of Directors may fix in advance a date as the record date for the
purpose of determining the stockholders entitled to notice of, or to vote at,
any meeting of the stockholders or any adjournment thereof, or the stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall not be more than seventy days before the date of a meeting of the
stockholders, or any other action requiring such determination of the
stockholders. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting. If the Board of Directors does not fix a future date
as a record date, the Corporation shall determine the record date in accordance
with the Code.

                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

     Section 1. Voting. Unless the Board of Directors shall otherwise order,
the Chairman, the Vice Chairman, the President, any Vice President or the
Treasurer shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of the stockholders of any corporation in
which the Corporation may hold stock and at such meeting to exercise any or all


                                       10

rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to act
as aforesaid. The Board of Directors from time to time may confer like powers
upon any other person or persons.

     Section 2.     General Authorization to Transfer Securities Held by the
                    Corporation.

          (a)  Any of the following officers, to-wit: the Chairman, the
     President, any Vice President, the Treasurer or the Secretary of the
     Corporation shall be and are hereby authorized and empowered to transfer,
     convert, endorse, sell, assign, set over and deliver any and all shares of
     stock, bonds, debentures, notes, subscription warrants, stock purchase
     warrants, evidences of indebtedness, or other securities now or hereafter
     standing in the name of or owned by the Corporation, and to make, execute
     and deliver under the seal of the Corporation any and all written
     instruments of assignment and transfer necessary or proper to effectuate
     the authority hereby conferred.

          (b)  Whenever there shall be annexed to any instrument of assignment
     and transfer executed, pursuant to and in accordance with the foregoing
     paragraph (a), a certificate of the Secretary or an Assistant Secretary of
     the Corporation in office at the date of such certificate setting forth the
     provisions hereof and stating that they are in full force and effect and
     setting forth the names of persons who are then officers of the
     Corporation, then all persons to whom such instrument and annexed
     certificate shall thereafter come shall be entitled, without further
     inquiry or investigation and regardless of the date of such certificate, to
     assume and to act in reliance upon the assumption that the shares of stock
     or other securities named in such instrument were theretofore duly and
     properly transferred, endorsed, sold, assigned, set over and delivered by
     the Corporation, and that with respect to such securities the authority of
     these provisions of the By-laws and of such officers is still in full force
     and effect.

                                  ARTICLE VII

                                   DIVIDENDS

     Section 1.     Declaration of Dividends.  Dividends upon the capital stock
of the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Articles of
Incorporation and in accordance with the Code.

     Section 2.     Record Date. The Board of Directors may fix a future date as
the record date in order to determine shareholders entitled to a distribution
(other than one involving a purchase, redemption, or other reacquisition of the
Corporation's shares). If the Board of Directors does not fix a future date as
the record date, the Corporation shall determine the record date in accordance
with the Code.

                                       11

                                  ARTICLE VIII

                                INDEMNIFICATION

     Section 1.  Definitions and References. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Article 8 of the Code.
Whenever in this provision reference is made to a specific section of the Code,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     Section 2.  Indemnification of and Advancement of Expenses to Directors.
The Corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Georgia corporation is permitted,
without shareholder approval, to indemnify and advance expenses to its
directors under Part 5 of Article 8 of the Code, as amended from time to time,
other than the provisions of Section 14-2-856 thereof.

     Section 3.  Indemnification of and Advancement of Expenses to Officers,
Employees and Agents. The Corporation shall indemnify and advance expenses to
its board-elected officers who are not directors (and may, if authorized for a
specific proceeding, indemnify and advance expenses to its other employees and
agents who are not board-elected officers or directors) to the same extent and
under the same conditions as to directors. No advancement or reimbursement of
expenses to officers, employees or agents in accordance with the foregoing
sentence shall be made unless the proposed indemnitee furnishes the Corporation
a written affirmation of his or her good faith belief that he or she has met
the applicable standard of conduct set forth in Section 14-2-851(a), and he or
she furnishes the Corporation a written undertaking, executed personally or on
his or her behalf, to repay any advances if it is ultimately determined that he
or she is not entitled to indemnification under this Article or Part 5 of
Article 8 of the Code.

     Section 4. Insurance. The Corporation may purchase and maintain insurance
on behalf of an individual who is a director, officer, employee or agent of the
Corporation or who, while a director, officer, employee or agent of the
Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign Corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer, employee, or agent,
whether or not the Corporation would have power to indemnify or advance expenses
to him or her against the same liability under this Article or under Part 5 of
Article 8 of the Code.

     Section 5. Contract Rights. The right to indemnification and advancement of
expenses conferred hereunder to directors and board-elected officers shall be a
contract right and shall not be affected adversely to any director or
board-elected officer by any amendment of these By-laws with respect to any
action or inaction occurring prior to such amendment; provided, however, that
this provision shall not confer upon any indemnitee or potential indemnitee (in
his

                                       12

or her capacity as such) the right to consent or object to any subsequent
amendment of these By-laws.

     Section 6.  Non-exclusivity, Etc. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Code or otherwise.

     Section 7.  Amendments. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or board-elected officer of the Corporation with
respect to any action taken or omitted by such person prior to such amendment,
modification or rescission.

     Section 8.  Conflicts with Code. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Article 8
of the Code, such provisions of the Code shall govern.

     Section 9.  Severability. In the event that any of the provisions of this
Article (including any provision within a single section, subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void
or otherwise unenforceable, the remaining provisions of this Article shall
remain enforceable to the fullest extent permitted by law.


                                   ARTICLE IX

                               GENERAL PROVISIONS

     Section 1.  Signatures of Officers. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.

     Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     Section 3.  Seal. Upon resolution of the Board of Directors, the
Corporation may elect to have a corporate seal. In such event, the corporate
seal shall have inscribed thereon the name of the Corporation, the year of its
incorporation and the words "Corporate Seal, Georgia". Said seal may be used
for causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.



                                       13

     Section 4.  Inspection of Records. The Board of Directors may determine
what corporate records, other than those specifically required by the Code to be
made open to inspection, will be made open to the right of inspection by the
shareholders. In addition, the Board of Directors may fix reasonable rules not
in conflict with the Code regarding the inspection of corporate records that are
required by the Code or are permitted by determination of the Board of Directors
to be made open to inspection. The right of inspection granted in Section
14-2-1602(c) of the Code is not available to any shareholder owning two percent
(2%) or less of the shares outstanding, unless the Board of Directors in its
discretion grants prior approval for the inspection to the shareholder.

     Section 5.  Conflict with Articles of Incorporation. In the event that any
provision of these By-laws conflicts with any provision of the Articles of
Incorporation, the provision in the Articles of Incorporation will govern.


                                   ARTICLE X

                      WAIVER OF OR DISPENSING WITH NOTICE

     Whenever any notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws
of Georgia, the Articles of Incorporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the holding thereof, or actual attendance at the meeting in
person, or in the case of the stockholders, by his attorney-in-fact, shall be
deemed equivalent to the giving of such notice to such persons. No notice need
be given to any person with whom communication is made unlawful by any law of
the United States or any rule, regulation, proclamation or executive order
issued under any such law.


                                   ARTICLE XI

                              AMENDMENT OF BY-LAWS

     The Board of Directors may amend or repeal the By-laws or adopt new
By-laws unless the Articles of Incorporation or the Code reserves this power
exclusively to the shareholders or unless the shareholders in amending or
repealing a particular bylaw provide expressly that the Board of Directors may
not amend or repeal such bylaw. The shareholders may amend or repeal the
By-laws or adopt new By-laws even though the By-laws may also be amended or
repealed by the Board of Directors. In amending or repealing By-laws or
adopting new By-laws, the Board of Directors and the shareholders shall comply
with any other applicable provisions of the Code.


                                       14

EX-3.103

                                                                   Exhibit 3.103

      SECRETARY OF STATE                CONTROL NUMBER: 9432038
BUSINESS SERVICES AND REGULATION        EFFECTIVE DATE: 12/30/1994
    SUITE 315, WEST TOWER               COUNTY:         COBB
  2 MARTIN LUTHER KING, JR. DR.         REFERENCE:      0070
   ATLANTA, GEORGIA 30334-1530          PRINT DATE:     12/30/1994
                                        FORM NUMBER:    0311

R RANDALL BENTLEY, SR.
P.O. BOX 968
MARIETTA, GA 30061



                          CERTIFICATE OF INCORPORATION

I, MAX CLELAND, Secretary of State and the Corporation Commissioner of the
State of Georgia, do hereby certify under the seal of my office that


                        SPORTSLIFE TOWN CENTER II, INC.

has been duly incorporated under the laws of the State of Georgia on the
effective date stated above by the filing of articles of incorporation in the
office of the Secretary of State and by the paying of fees as provided by Title
14 of the Official Code of Georgia Annotated.

WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.


[STATE OF GEORGIA SEAL]                                     /s/ Max Cleland
                                                            MAX CLELAND
                                                            SECRETARY OF STATE





                                                            /s/ Verley J. Spivey
SECURITIES  CEMETERIES  CORPORATIONS  CORPORATIONS HOT-LINE VERLEY J. SPIVEY
 656-2894    656-3079     656-2817       404-656-2222       DEPUTY SECRETARY
                                      Outside Metro-Atlanta OF STATE

                           ARTICLES OF INCORPORATION

                                       OF

                        SPORTSLIFE TOWN CENTER II, INC.


                                      (1)

     The name of the Corporation is SPORTSLIFE TOWN CENTER II, INC.

                                      (2)

     The number of shares the corporation is authorized to issue is 1,000,000.

                                      (3)

     The street address of the initial registered office of the corporation is
294 Interstate North Circle, Suite 100, Atlanta, Georgia 30339, and the initial
registered agent of the corporation at such address is John T. Runnion.

                                      (4)

     The name and address of each incorporator is:

                         Gerald D. Alles
                         294 Interstate North Circle
                         Suite 100
                         Atlanta, Georgia 30339

                                      (5)

     The mailing address of the initial principal office of the corporation is
294 Interstate North Circle, Suite 100, Atlanta, Georgia 30339.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.


                                   /s/ Gerald D. Alles
                                   ------------------------------------
                                   GERALD D. ALLES (Incorporator)


[BENTLEY, BENTLEY
   & BENTLEY
   LETTERHEAD]


                        Business Services and Regulation
                             Suite 315, West Tower
[SEAL OF                2 Martin Luther King, Jr. Drive
STATE OF GEORGIA]         Atlanta, Georgia 30334-1530
                                 (404) 656-2817
MAX CLELAND
Secretary of State    TRANSMITTAL INFORMATION FOR GEORGIA
State of Georgia       PROFIT OR NONPROFIT CORPORATIONS

DO NOT WRITE IN SHADED - AREA - SOS USE ONLY

_______________________________________________________________________________
DOCKET  943640666      PENDING CONTROL # P088491      CONTROL # 9432038
       __________                        ________               __________
Docket Code 311        Corporation Type  D
            _____                        _________________________________

Date Filed 12-30-94    Amount Received $160           Check/Receipt # 0964
           ________                    ___________                   _____

Jurisdiction (County) Code  33
                           _______________________________________________

Examiner   70                                   Date Completed 12-30-94
         __________________________________                    ___________
_______________________________________________________________________________

       NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM.
                   INSTRUCTIONS ARE ON THE BACK OF THIS FORM.

_______________________________________________________________________________
1.  943640664
_______________________________________________________________________________
    Corporate Name Reservation Number

SPORTSLIFE TOWN CENTER II, INC.
_______________________________________________________________________________
Corporate Name (exactly as appears on name reservation)
_______________________________________________________________________________
2.  R. Randall Bentley, Sr.                                        422-2300
    ___________________________________________________________________________
    Applicant/Attorney                                         Telephone Number

    P. O. Box 968
    ___________________________________________________________________________
    Address

    Marietta,                          Georgia                      30061
    ___________________________________________________________________________
    City                               State                           Zip Code
_______________________________________________________________________________

3.  NOTICE: THIS FORM DOES NOT REPLACE THE ARTICLES OF INCORPORATION. MAIL OR
    DELIVER DOCUMENTS AND THE SECRETARY OF STATE FILING FEE TO THE ABOVE
    ADDRESS. DOCUMENTS SHOULD BE SUBMITTED IN THE FOLLOWING ORDER (A COVER
    LETTER IS NOT REQUIRED.)

    1. FORM 227 - TRANSMITTAL FORM (ATTACH SECRETARY OF STATE FILING FEE OF
       $60.00 TO THIS FORM)

    2. ORIGINAL ARTICLES OF INCORPORATION

    3. ONE COPY OF ARTICLES OF INCORPORATION

    I understand that the information on this form will be entered in the
    Secretary of State business registration database. I certify that a
    Notice of Incorporation or a Notice of Intent to Incorporate with a
    publishing fee of $40.00 has been or will be mailed or delivered to the
    authorized newspaper as required by law.






Randall Bentley                                            December 30, 1994
___________________________________                        ____________________
Authorized Signature                                       Date
_______________________________________________________________________________

EX-3.104

                                                                   Exhibit 3.104

                                    BY-LAWS

                                       OF

                        SPORTSLIFE TOWN CENTER II, INC.


                                   ARTICLE I

                                  STOCKHOLDERS

     Section 1.     Place of Stockholders' Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within
or outside the State of Georgia, as may be fixed by the Board of Directors from
time to time or as shall be specified in the respective notices thereof.

     Section 2.     Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders shall be held on such day and at such time as
the Directors may determine from time to time by resolution, at which meeting
the stockholders shall elect, by a plurality of the votes cast by the shares
entitled to vote in the election of a meeting at which a quorum is present, a
Board of Directors, and transact such other business as may properly be brought
before the meeting. If for any reason a Board of Directors shall not be elected
at the Annual Meeting of Stockholders, or if it appears that such Annual
Meeting is not held on such date as may be fixed by the Directors in accordance
with the provisions of the By-laws, then in either such event the Directors
shall cause the election to be held as soon thereafter as convenient.

     Section 3.     Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President or any Vice
President, the Secretary or by the Board of Directors, and shall be called by
any of the foregoing at the request in writing of stockholders owning a majority
of all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting. Such request shall be signed, dated and delivered
to the Corporation and state the purpose or purposes of the meeting.

     Section 4.     Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Georgia, not less than ten days
nor more than sixty days before the date of every stockholders' meeting the
Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation. If not otherwise fixed under the
Georgia Business Corporation Code (the "Code") Section 14-2-703 or 14-2-707,
the record date for determining shareholders


entitled to notice of and entitled to vote at an annual or special
shareholders' meeting is the close of business on the day before the first
notice is delivered to shareholders.

     An Affidavit of the Secretary or an Assistant Secretary or of a transfer
agent of the Corporation that the notice has been given shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

     Section 5. Quorum of Stockholders.

          (a) Unless otherwise provided by the laws of Georgia, at any meeting
     of the stockholders the presence in person or by proxy of stockholders
     entitled to cast a majority of the votes thereat shall constitute a quorum.

          (b) The holders of a majority of the voting shares represented at a
     meeting may adjourn the meeting from time to time. This right to adjourn
     exists whether or not a quorum is present at the meeting and applies to
     annual as well as special meetings, including any meetings that are
     adjourned and reconvened. Notice of any adjourned meeting other than
     announcement at the meeting shall not be required to be given, except as
     provided in paragraph (d) below and except where expressly required By-law.

          (c) At any adjourned meeting at which a quorum shall be present, any
     business may be transacted which might have been transacted at the meeting
     originally called, but only those stockholders entitled to vote at the
     meeting as originally noticed shall be entitled to vote at any adjournment
     or adjournments thereof, unless a new record date is fixed by the Board of
     Directors.

          (d) The Board of Directors may fix a new record date if the Board of
     Directors desires, but must fix a new record date if the meeting is
     adjourned to a date more than 120 days after the date fixed for the
     original meeting. If a new record date is not fixed, the determination of
     shareholders entitled to notice of or to vote at a shareholders' meeting is
     effective for any adjournment of the meeting.

     Section 6. Chairman and Secretary of Meeting. The Chairman, or in his
absence, the Vice Chairman, or in his absence, the President, or in his
absence, any Vice President, shall preside at meetings of the stockholders. The
Secretary shall act as secretary of the meeting, or in his absence an Assistant
Secretary shall act, or if neither is present, then the presiding officer shall
appoint a person to act as secretary of the meeting.

     Section 7. Voting by Stockholders. Except as may be otherwise provided by
the Articles of Incorporation or by these By-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation on the record date
for the meeting. All elections and questions shall be decided by the vote of a

                                       2


majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Georgia, the Articles of Incorporation or these By-laws.

     Section 8. Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.

     Section 9. Consents. The provision of these By-Laws covering notices and
meetings to the contrary notwithstanding, any action required or permitted to
be taken at any meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing setting forth the
action so taken shall be signed by all shareholders entitled to vote thereon
or, if so provided in the Articles of incorporation, by the holders of
outstanding stock having not less than the minimum number of votes that would
have been necessary to authorize or take such action at a meeting at which all
shares of stock entitled to vote thereon were present and voted. The
Corporation must also meet further requirements of the Code concerning these
consents, including giving written notice of the action taken when less than
all shareholders execute the written consent.

                                   ARTICLE II

     Section 1. Registered Office.

          (a) The Corporation shall continuously maintain in the State of
     Georgia a registered office that may be the same as any of the
     Corporation's places of business. In addition, the Corporation shall
     continuously maintain a registered agent whose business office is identical
     with the registered office. The registered agent may be an individual who
     resides in the State of Georgia, a domestic corporation or nonprofit
     domestic corporation, or a foreign corporation or nonprofit foreign
     corporation authorized to transact business in the State of Georgia.

          (b) In addition to its registered office in the State of Georgia, the
     Corporation may have an office or offices in such other places as the Board
     of Directors may from time to time designate or the business of the
     Corporation may require.

                                  ARTICLE III

                                   DIRECTORS

     Section 1. Powers of Directors. The property, business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
the powers of the Corporation

                                       3


except such as are by laws of Georgia or the Articles of Incorporation or these
By-laws required to be exercised or done by the stockholders.

     Section 2.     Number, Method of Election, Terms of Office of Directors.
The number of Directors which shall constitute the whole Board of Directors
shall be such as from time to time shall be determined by resolution of the
Board of Directors, but the number shall not be less than one provided that the
tenure of a Director shall not be affected by any decrease in the number of
Directors so made by the Board. The terms of all other directors shall expire at
the next annual shareholders' meeting following their election. Despite the
expiration of a director's term, the director shall continue to serve until a
successor is elected and qualifies or until there is a decrease in the number of
directors.

     Section 3.     Vacancies on Board of Directors.

            (a)     Any Director may resign his office at any time by delivering
     his resignation in writing to the Chairman or the President or the
     Secretary. It will take effect at the time specified therein, or if no time
     is specified, it will be effective at the time of its receipt by the
     Corporation. The acceptance of a resignation shall not be necessary to make
     it effective, unless expressly so provided in the resignation.

            (b)     Any vacancy or newly created Directorship resulting from any
     increase in the authorized number of Directors may be filled by vote of a
     majority of the Directors then in office, though less than a quorum, and
     any Director so chosen shall hold office until the next annual election of
     Directors by the stockholders and until his successor is duly elected and
     qualified, or until his earlier resignation or removal.

     Section 4.     Meetings of the Board of Directors.

            (a)     The Board of Directors may hold their meetings, both regular
     and special, either within or outside the State of Georgia.

            (b)     Regular meetings of the Board of Directors may be held
     without notice at such time and place as shall from time to time be
     determined by resolution of the Board of Directors.

            (c)     The first meeting of each newly elected Board of Directors,
     except the initial Board of Directors, shall be held as soon as practicable
     after the Annual Meeting of the stockholders for the election of officers
     and the transaction of such other business as may come before it.

                                       4

          (d)  Special meetings of the Board of Directors shall be held
     whenever called by direction of the Chairman or the President or at the
     request of Directors constituting one-third of the number of Directors
     then in office, but not less than two Directors.

          (e)  The Secretary shall give notice to each Director of any meeting
     of the Board of Directors by mailing the same at least two days before the
     meeting or by telegraphing or delivery via facsimile or delivering the
     same not later than the day before the meeting. Such notice need not
     include a statement of the business to be transacted at, or the purpose
     of, any such meeting. Any and all business may be transacted at any
     meeting of the Board of Directors. No notice of any adjourned meeting need
     be given. No notice to or waiver by any Director shall be required with
     respect to any meeting at which the Director is present.

     Section 5.  Quorum and Action. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business; but if there shall
be less than a quorum at any meeting of the Board, a majority of those present
may adjourn the meeting from time to time. Unless otherwise provided by the
laws of Georgia, the Articles of Incorporation or these By-laws, the act of a
majority of the Directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors.

     Section 6.  Presiding Officer and Secretary of Meeting. The Chairman or,
in his absence, a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officers shall
appoint a secretary of the meeting.

     Section 7.  Action by Consent Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.

     Section 8.  Executive Committee. The Board of Directors may appoint from
among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may by resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice Chairman of the
Board, who shall be the presiding officer of the Committee. During the
intervals between the meetings of the Board, the Executive Committee shall
possess and may exercise all of the powers of the Board in the management of
the business and affairs of the Corporation conferred by these By-laws or
otherwise. The Committee shall keep a record of all its proceedings and report
the same to the Board. A majority of the members of the Committee shall
constitute a quorum. The act of a majority of the members of the Committee
present at any meeting at which a quorum is present shall be the act of the
Committee.

                                       5

     Section 9.  Other Committees. The Board of Directors may also appoint from
among its members such other committees of two or more Directors as it may from
time to time deem desirable, and may delegate to such committees such powers of
the Board as it may consider appropriate.

     Section 10. Compensation of Directors. Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                    OFFICERS

     Section 1.  Executive Officers of the Corporation. The executive officers
of the Corporation shall be chosen by the Board of Directors and shall consist
of a Chairman, a President, a Vice President, a Secretary and a Treasurer. The
Board of Directors also may appoint a Vice Chairman of the Board, and such
additional Vice Presidents, Assistant Secretaries and Assistant Treasurers as
they shall deem necessary. Any two offices may be filled by the same person.
None of the officers need be a member of the Board except the Chairman of the
Board and the Vice Chairman of the Board. The officers will have the authority
and shall perform the duties as set forth in these By-laws. The other officers
that are appointed will have the authority and shall perform the duties as
established by the Board of Directors from time to time.

     Section 2.  Choosing of Executive Officers. The Board of Directors at its
first meeting after each Annual Meeting of Stockholders shall choose a
Chairman, a President, a Vice President, and a Secretary and a Treasurer.

     Section 3.  Additional Officers. The Board of Directors may appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.

     Section 4.  Salaries. The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.

     Section 5.  Term, Removal and Vacancies. The officers of the Corporation
shall hold office until their respective successors are chosen and qualify. Any
officer elected or appointed by the Board of Directors may be removed at any
time with or without cause by the affirmative vote of a majority of the Board
of Directors. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.

                                       6

     Section 6.     Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the stockholders. In
the absence or disability of the Chairman of the Board: (a) the Vice Chairman of
the Board shall preside at all meetings of the Board of Directors and of the
stockholders, and (b) the powers and duties of the Chairman of the Board shall
be exercised jointly by the Vice Chairman of the Board and the President until
such authority is altered by action of the Board of Directors. The Chairman of
the Board shall present to the Annual Meeting of Stockholders a report of the
business of the preceding fiscal year.

     Section 7.     Vice Chairman of the Board. The Vice Chairman of the Board,
if any, shall have such powers and perform such duties as are provided in these
By-laws or as may be delegated to him by the Chairman of the Board, and shall
perform such other duties as may from time to time be assigned to him by the
Board of Directors.

     Section 8.     President. The President shall have such powers and perform
such duties as are provided in these By-laws or as may be delegated to him by
the Board of Directors or the Chairman of the Board. The President shall be the
Chief Executive Officer of the Corporation and shall have all the duties and
responsibilities previously enumerated for the Chairman of the Board. In the
absence of the Chairman of the Board and the Vice Chairman of the Board, the
President shall preside at all meetings of the stockholders.

     Section 9.     Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Company and shall exercise and perform all the duties incident to the office
of the Chief Executive Officer. He shall have direct supervision of the other
officers and shall also exercise and perform such powers and duties as may be
assigned to him by the Board of Directors.

     Section 10.    Powers and Duties of Vice Presidents. Any Vice President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. If the Corporation has more than one Vice
President, the one designated by the Board of Directors to act in lieu of the
President shall act in lieu of the President. Each Vice President shall have
such other powers and shall perform such other duties as may be assigned to him
by the Board.

     Section 11.    Powers and Duties of Treasurer and Assistant Treasurers.

             (a)    The Treasurer shall have the care and custody of all the
     funds and securities of the Corporation except as may be otherwise ordered
     by the Board of Directors, and shall cause such funds to be deposited to
     the credit of the Corporation in such banks or depositories as may be
     designated by the Board of Directors, the Chairman, the President or

                                       7


the Treasurer, and shall cause such securities to be placed in safekeeping in
such manner as may be designated by the Board of Directors, the Chairman, the
President or the Treasurer.

     (b) The Treasurer, or an Assistant Treasurer, or such other person or
persons as may be designated for such purpose by the Board of Directors, the
Chairman, the President or the Treasurer, may endorse in the name and on behalf
of the Corporation all instruments for the payment of money, bills of lading,
warehouse receipts, insurance policies and other commercial documents requiring
such endorsement.

     (c) The Treasurer, or an Assistant Treasurer, or such other person or
persons as may be designated for such purpose by the Board of Directors, the
Chairman, the President or the Treasurer, may sign all receipts and vouchers for
payments made to the Corporation; he shall render a statement of the cash
account of the Corporation to the Board of Directors as often as it shall
require the same; he shall enter regularly in books to be kept by him for that
purpose full and accurate accounts of all moneys received and paid by him on
account of the Corporation and of all securities received and delivered by the
Corporation.

     (d) Each Assistant Treasurer shall perform such duties as may from time to
time be assigned to him by the Treasurer or by the Board of Directors. In the
event of the absence of the Treasurer or his incapacity or inability to act,
then any Assistant Treasurer may perform any of the duties and may exercise any
of the powers of the Treasurer.

     Section 12. Powers and Duties of Secretary and Assistant Secretaries.

     (a) The Secretary shall attend all meetings of the Board, all meetings of
the stockholders, and shall keep the minutes of all proceedings of the
stockholders and the Board of Directors in proper books provided for that
purpose. The Secretary shall attend to the giving and serving of all notices of
the Corporation in accordance with the provisions of the By-laws and as required
by the laws of Georgia. The Secretary may, with the President, a Vice President
or other authorized officer, sign all contracts and other documents in the name
of the Corporation. He shall perform such other duties as may be prescribed in
these By-laws or assigned to him and all other acts incident to the position of
Secretary.

     (b) Each Assistant Secretary shall perform such duties as may from time to
time be assigned to him by the Secretary or by the Board of Directors. In the
event of the absence of the Secretary or his incapacity or inability to act,
then any Assistant Secretary may perform any of the duties and may exercise any
of the powers of the Secretary.

     (c) In no case shall the Secretary or any Assistant Secretary, without the
express authorization and direction of the Board of Directors, have any
responsibility for, or any duty or authority with respect to, the withholding or
payment of any federal, state or local taxes of the Corporation, or the
preparation or filing of any tax return.

                                       8

                                   ARTICLE V

                                 CAPITAL STOCK

     Section 1.     Stock Certificates.

            (a)     Every holder of stock in the Corporation shall be entitled
     to have a certificate signed in the name of the Corporation by the Chairman
     or the President or the Vice Chairman or a Vice President, and by the
     Treasurer or an Assistant Treasurer or the Secretary or an Assistant
     Secretary, certifying the number of shares owned by him.

            (b)     If such a certificate is countersigned by a transfer agent
     other than the Corporation or its employee, or by a registrar other than
     the Corporation or its employee, the signatures of the officers of the
     Corporation may be facsimiles and, if permitted by Georgia law, any other
     signature on the certificate may be a facsimile.

            (c)     In case any officer who has signed or whose facsimile
     signature has been placed upon a certificate shall have ceased to be such
     officer before such certificate is issued, it may be issued by the
     Corporation with the same effect as if he were such officer at the date of
     issue.

            (d)     Certificates of stock shall be issued in such form, not
     inconsistent with the Articles of Incorporation and the Code, as shall be
     approved by the Board of Directors. They shall be numbered and registered
     in the order in which they are issued. No certificate shall be issued until
     fully paid.

     Section 2.     Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Georgia.

     Section 3.     Transfer of Record Ownership. Transfers of stock shall be
made on the books of the Corporation only by direction of the person named in
the certificate or his attorney, lawfully constituted in writing, and only upon
the surrender of the certificate therefor and a written assignment of the shares
evidenced thereby. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the Corporation for
transfer, bother the transferor and transferee request the Corporation to do so.
Notwithstanding the foregoing, the Corporation has no duty to register the

                                       9

transfer of a share unless: (a) the certificate representing that share has been
endorsed by the appropriate person or persons; (b) reasonable assurance has been
given that the endorsement or affidavit (in the case of a lost, stolen, or
destroyed certificate) is genuine and effective; (c) the Corporation either has
no duty to inquire into adverse claims or has discharged that duty; (d) the
requirements of any applicable law relating to the collection of taxes for the
proposed transfer have been met; and (e) the transfer is in fact rightful or is
to a bona fide purchaser.

     Section 4. Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time may
authorize.

     Section 5. Transfer Agent, Registrar, Rules Respecting Certificates. The
Corporation shall maintain one or more transfer office or agencies where stock
of the Corporation shall be transferable. The Corporation shall also maintain
one or more registry offices where such stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.

     Section 6. Fixing Record Date for Determination of Stockholders of Record.
The Board of Directors may fix in advance a date as the record date for the
purpose of determining the stockholders entitled to notice of, or to vote at,
any meeting of the stockholders or any adjournment thereof, or the stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall not be more than seventy days before the date of a meeting of the
stockholders, or any other action requiring such determination of the
stockholders. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting. If the Board of Directors does not fix a future date
as a record date, the Corporation shall determine the record date in accordance
with the Code.

                                   ARTICLE VI

                       SECURITIES HELD BY THE CORPORATION

     Section 1. Voting. Unless the Board of Directors shall otherwise order, the
Chairman, the Vice Chairman, the President, any Vice President or the Treasurer
shall have full power and authority on behalf of the Corporation to attend, act
and vote at any meeting of the stockholders of any corporation in which the
Corporation may hold stock and at such meeting to exercise any or all


                                       10





rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to
act as aforesaid. The Board of Directors from time to time may confer like
powers upon any other person or persons.

     Section 2. General Authorization to Transfer Securities Held by the
Corporation.

          (a) Any of the following officers, to-wit: the Chairman, the
     President, any Vice President, the Treasurer or the Secretary of the
     Corporation shall be and are hereby authorized and empowered to transfer,
     convert, endorse, sell, assign, set over and deliver any and all shares of
     stock, bonds, debentures, notes, subscription warrants, stock purchase
     warrants, evidences of indebtedness, or other securities now or hereafter
     standing in the name of or owned by the Corporation, and to make, execute
     and deliver under the seal of the Corporation any and all written
     instruments of assignment and transfer necessary or proper to effectuate
     the authority hereby conferred.

          (b) Whenever there shall be annexed to any instrument of assignment
     and transfer executed, pursuant to and in accordance with the foregoing
     paragraph (a), a certificate of the Secretary or an Assistant Secretary of
     the Corporation in office at the date of such certificate setting forth the
     provisions hereof and stating that they are in full force and effect and
     setting forth the names of persons who are then officers of the
     Corporation, then all persons to whom such instrument and annexed
     certificate shall thereafter come shall be entitled, without further
     inquiry or investigation and regardless of the date of such certificate, to
     assume and to act in reliance upon the assumption that the shares of stock
     or other securities named in such instrument were theretofore duly and
     properly transferred, endorsed, sold, assigned, set over and delivered by
     the Corporation, and that with respect to such securities the authority of
     these provisions of the By-laws and of such officers is still in full force
     and effect.

                                  ARTICLE VII

                                   DIVIDENDS

     Section 1. Declaration of Dividends. Dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Articles of
Incorporation and in accordance with the Code.

     Section 2. Record Date. The Board of Directors may fix a future date as
the record date in order to determine shareholders entitled to a distribution
(other than one involving a purchase, redemption, or other reacquisition of the
Corporation's shares). If the Board of Directors does not fix a future date as
the record date, the Corporation shall determine the record date in accordance
with the Code.

                                       11

                                  ARTICLE VIII

                                INDEMNIFICATION

     Section 1. Definitions and References. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Article 8 of the Code.
Whenever in this provision reference is made to a specific section of the Code,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     Section 2. Indemnification of and Advancement of Expenses to Directors. The
Corporation shall indemnify and advance expenses to its directors to the full
extent and under the conditions that a Georgia corporation is permitted, without
shareholder approval, to indemnify and advance expenses to its directors under
Part 5 of Article 8 of the Code, as amended from time to time, other than the
provisions of Section 14-2-856 thereof.

     Section 3. Indemnification of and Advancement of Expenses to Officers,
Employees and Agents. The Corporation shall indemnify and advance expenses to
its board-elected officers who are not directors (and may, if authorized for a
specific proceeding, indemnify and advance expenses to its other employees and
agents who are not board-elected officers or directors) to the same extent and
under the same conditions as to directors. No advancement or reimbursement of
expenses to officers, employees or agents in accordance with the foregoing
sentence shall be made unless the proposed indemnitee furnishes the Corporation
a written affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct set forth in Section 14-2-851(a), and he or she
furnishes the Corporation a written undertaking, executed personally or on his
or her behalf, to repay any advances if it is ultimately determined that he or
she is not entitled to indemnification under this Article or Part 5 of Article 8
of the Code.

     Section 4. Insurance. The Corporation may purchase and maintain insurance
on behalf of an individual who is a director, officer, employee or agent of the
Corporation or who, while a director, officer, employee or agent of the
Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign Corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer, employee, or agent,
whether or not the Corporation would have power to indemnify or advance
expenses to him or her against the same liability under this Article or under
Part 5 of Article 8 of the Code.

     Section 5. Contract Rights. The right to indemnification and advancement of
expenses conferred hereunder to directors and board-elected officers shall be a
contract right and shall not be affected adversely to any director or
board-elected officer by any amendment of these By-laws with respect to any
action or inaction occurring prior to such amendment; provided, however, that
this provision shall not confer upon any indemnitee or potential indemnitee (in
his


                                       12


or her capacity as such) the right to consent or object to any subsequent
amendment of these By-laws.

     Section 6. Non-exclusivity, Etc. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Code or otherwise.

     Section 7. Amendments. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or board-elected officer of the Corporation with
respect to any action taken or omitted by such person prior to such amendment,
modification or rescission.

     Section 8. Conflicts with Code. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Article 8
of the Code, such provisions of the Code shall govern.

     Section 9. Severability. In the event that any of the provisions of this
Article (including any provision within a single section, subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Article shall remain
enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                               GENERAL PROVISIONS

     Section 1. Signatures of Officers. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.

     Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     Section 3. Seal. Upon resolution of the Board of Directors, the Corporation
may elect to have a corporate seal. In such event, the corporate seal shall have
inscribed thereon the name of the Corporation, the year of its incorporation and
the words "Corporate Seal, Georgia". Said seal may be used for causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.


                                       13




     Section 4. Inspection of Records. The Board of Directors may determine what
corporate records, other than those specifically required by the Code to be made
open to inspection, will be made open to the right of inspection by the
shareholders. In addition, the Board of Directors may fix reasonable rules not
in conflict with the Code regarding the inspection of corporate records that are
required by the Code or are permitted by determination of the Board of Directors
to be made open to inspection. The right of inspection granted in Section
14-2-16012(c) of the Code is not available to any shareholder owning two percent
(2%) or less of the shares outstanding, unless the Board of Directors in its
discretion grants prior approval for the inspection to the shareholder.

     Section 5. Conflict with Articles of Incorporation. In the event that any
provision of these By-laws conflicts with any provision of the Articles of
Incorporation, the provision in the Articles of Incorporation will govern.

                                   ARTICLE X

                      WAIVER OF OR DISPENSING WITH NOTICE

     Whenever any notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws of
Georgia, the Articles of Incorporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the holding thereof, or actual attendance at the meeting in person, or
in the case of the stockholders, by his attorney-in-fact, shall be deemed
equivalent to the giving of such notice to such persons. No notice need be given
to any person with whom communication is made unlawful by any law of the United
States or any rule, regulation, proclamation or executive order issued under any
such law.

                                   ARTICLE XI

                              AMENDMENT OF BY-LAWS

     The Board of Directors may amend or repeal the By-laws or adopt new By-laws
unless the Articles of Incorporation or the Code reserves this power exclusively
to the shareholders or unless the shareholders in amending or repealing a
particular bylaw provide expressly that the Board of Directors may not amend or
repeal such bylaw. The shareholders may amend or repeal the By-laws or adopt new
By-laws even though the By-laws may also be amended or repealed by the Board of
Directors. In amending or repealing By-laws or adopting new By-laws, the Board
of Directors and the shareholders shall comply with any other applicable
provisions of the Code.

                                       14

EX-3.105

                                                                   Exhibit 3.105

                            ARTICLES OF INCORPORATION
                                       OF
                      TIDELANDS HOLIDAY HEALTH CLUBS, INC.

     We hereby associate to form a stock corporation under the provisions of
Article 3 of Title 13.1 of the Code of Virginia and to that end set forth the
following:

     (a) The name of the corporation is:

                      TIDELANDS HOLIDAY HEALTH CLUBS, INC.

     (b) The purpose or purposes for which the corporation is organized are:

     The transaction of any or all lawful business, except those businesses or
activities required to be specifically set forth in the articles of
incorporation.

     (c) The aggregate number of shares which the corporation shall have
authority to issue and the par value per share are as follows:



CLASS          NUMBER         PAR VALUE
                        
Common         1,000          No Par Value


     The stockholders of the corporation shall have no pre-emptive rights.

     (d) The post-office address of the initial registered office is 5511
Staples Mill Road, Richmond, Virginia 23228. The name of the city or county in
which the initial registered office is located is County of Henrico. The name
of its initial registered agent is Edward R. Parker, who is a resident of
Virginia and a member of the Virginia State Bar, and whose business office is
the same as the registered office of the corporation.

     (e) The number of directors constituting the initial board of directors is
six (6) and the names and addresses of the persons who are to serve as initial
directors are:



NAME                     ADDRESS
- ----                     -------
                      
Donahue L. Wildman       Chicago Health Clubs, Inc.
                         230 West Monroe Street
                         Chicago, IL 60606

Jack L. Clark            7880 Avenida Kirjah
                         La Jolla, CA 92307

Roy Zurkowski            451 Goodhue
                         Bloomfield Hills, MI 48013

Mr. Frank Bond           13414 Blyethenia Road
                         Phoenix, Maryland 21131

Harold Harrison          Knoxville Executive Health & Racquet Centers
                         1612 Downtown West Blvd.
                         Knoxville, TN 37919

John D. Shaffer          P.O. Box 5011
                         3420 N. Main Street
                         Anderson, South Carolina 29623



Dated July 20, 1981.

                         /s/ B. S. Robertson
                         ------------------------------
                         B. S. Robertson

                         /s/ C. M. Moody
                         ------------------------------
                         C. M. Moody

                         /s/ R. S. Barba
                         ------------------------------
                         R. S. Barba

                         Incorporators

                                      -2-

                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION

                                                       AT RICHMOND,

                                                       July 23, 1981

     The accompanying articles having been delivered to the State Corporation
Commission on behalf of

                      Tidelands Holiday Health Clubs, Inc.

and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is

     ORDERED that this CERTIFICATE OF INCORPORATION

be issued, and that this order, together with the articles, be admitted to
record in the office of the Commission; and that the corporation have the
authority conferred on it by law in accordance with the articles, subject to the
conditions and restrictions imposed by law.


                                                 STATE CORPORATION COMMISSION

                                                 By   /s/ Thomas P. Hanverd Jr.
                                                     ___________________________
                                                            Commissioner


                            COMMONWEALTH OF VIRGINIA


[STATE OF VIRGINIA SEAL] STATE CORPORATION COMMISSION


     I, GEORGE W. BRYANT, JR., FIRST ASSISTANT CLERK OF THE STATE CORPORATION
COMMISSION, DO HEREBY CERTIFY THAT the foregoing is a true copy of all documents
constituting as of this date the charter of Tidelands Holiday Health Clubs, Inc.
IN TESTIMONY WHEREOF I hereunto set my hand and affix the Official Seal of the
State Corporation Commission, at Richmond, this 24th day of July A.D. 1981


                                                     /s/ George W. Bryant, Jr.
                                        _______________________________________
                                        First Assistant Clerk of the Commission

EX-3.106

                                                                   Exhibit 3.106

                      TIDELANDS HOLIDAY HEALTH CLUBS, INC.

                                   * * * * *

                                  B Y L A W S
                                   * * * * *


                                   ARTICLE I

                                    OFFICES

     Section 1. The registered office shall be located in Richmond, Virginia.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Virginia as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                        ANNUAL MEETINGS OF STOCKHOLDERS

     Section 1. All meetings of stockholders for the election of directors shall
be held at such place as may be fixed from time to time by the board of
directors.

     "Section 2. Annual meetings of stockholders, commencing with the year 1994,
     shall be held during the third week of January at a date and time to be
     determined by the board of directors, and if a legal holiday, then on the
     next secular day following at which they shall elect by a plurality vote a
     board of directors, and transact such other business as may be properly be
     brought before the meeting."



     Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting to each stockholder of record entitled to vote at such
meeting.

     The notice shall also set forth the purpose or purposes for which the
meeting is called.

                                  ARTICLE III

                        SPECIAL MEETINGS OF STOCKHOLDERS

     Section 1. Special meetings of stockholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Virginia as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the chairman of the board of directors, the
president, the board of directors, or the holders of not less than one-tenth of
all the shares of stock entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called,


                                      -2-


shall be delivered not less than ten nor more than fifty days before the date
of the meeting, either personally or by mail, by or at the direction of the
president, the secretary, or the officer or persons calling the meeting, to
each stockholder of record entitled to vote at such meeting.

     Notice of a stockholders' meeting to act on an amendment of the articles
of incorporation or on a reduction of stated capital or on a plan of merger,
consolidation or exchange shall be given, in the manner provided herein, not
less than twenty-five nor more than fifty days before the date of the meeting.
Any such notice shall be accompanied by a copy of the proposed amendment or
plan of reduction or merger, consolidation or exchange.

     Section 4. The business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business-except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the


                                      -3-


stockholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
stockholders unless the vote of a greater number of shares of stock is required
by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact.

     Section 4. Any action required to be taken at a meeting of the
stockholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the stockholders entitled
to vote with respect to the subject matter thereof.


                                      -4-

                                   ARTICLE V

                                   DIRECTORS

     "Section 1. The number of directors shall be at least three (3), but no
     more than twenty (20). Directors need not be residents of the state of
     Virginia nor stockholders of the Corporation. The directors shall be
     elected by the stockholders and each director elected shall serve until the
     next succeeding annual meeting or until his successor shall have been duly
     elected and qualified."

     Section 2. Any vacancy occurring in the board of directors shall be filled
as provided in the Articles of Incorporation.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders.

     Section 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
Virginia, at such place or places as they may from time to time determine.

                                      -5-

     Section 5.  The board of directors, by the affirmative vote of six
directors, and irrespective of any personal interest of any of its members,
shall have authority to establish reasonable compensation of all directors for
services to the corporation as directors, officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.  Meetings of the board of directors, regular or special, may be
held either within or without the State of Virginia.

     Section 2.  The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place
and time as shall be fixed by the consent in writing of all the directors.

     Section 3.  Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.

     Section 4.  Special meetings of the board of directors may be called by
the president on five (5) days' notice to each director, either personally or
by mail or by telegram;




                                      -6-




special meetings shall be called by the president or secretary in lime manner
and on like notice on the written request of two directors.

     Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

     Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by statute or by the
articles of incorporation; provided, however, that the approval of not less
than 6 directors shall be required for any contract or transaction between the
Corporation and one or more of its directors or officers or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest.  If a quorum shall not be present at
any meeting of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.


                                      -7-

     Section 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.

                                  ARTICLE VII

                              EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of
the number of directors, fixed by the bylaws or otherwise, may designate two or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law and subject to the proviso contained in Section 6 of
Article VI. Vacancies in the membership of the committee shall be filled by the
board of directors at a regular or special meeting of the board of directors.
The executive committee shall keep regular minutes of its proceedings and report
the same to the board when required.

                                  ARTICLE VIII

                                    NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given

                                      -8-

at the time when the same shall be deposited in the United States mail. Notice
to directors may also be given by telegram.

     Section 2.  Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1.  The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.



                                      -9-


     Section 2.     The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president from among the
directors, and shall choose one or more vice-presidents, a secretary and a
treasurer, none of whom need be a member of the board.

     Section 3.     The board of directors may appoint such other officers and
agents as it shall deem necessary who shall

                                      -10-

hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board of directors.


     Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                 THE PRESIDENT

     Section 6.  The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

     Section 7.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                                      -11-


                              THE VICE-PRESIDENTS


     Section 8.  The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                    THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.  The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

                                      -12-

     Section 10.  The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS


     Section 11.  The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.

     Section 12.  He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     Section 13.  If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board

                                      -13-



of directors for the faithful performance of the duties of his office and for
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.

     Section 14.    The assistant treasurer, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE X

                            CERTIFICATES FOR SHARES

     Section 1.     The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

     In addition to the above officers the treasurer or an assistant treasurer
may sign in lieu of the secretary or an assistant secretary.

                                      -14-


     When the corporation is authorized to issue shares of more than one class
there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
stockholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the
same have been fixed and determined and the authority of the board of directors
to fix and determine the relative rights and preferences of subsequent series.

     Section 2.  The signatures of the officers upon a certificate may be
facsimiles if the certificate is counter-signed by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of its issue.


                                      -15-





                               LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed. When authorizing such issue of a new certificate,
the board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

                              TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.

                           CLOSING OF TRANSFER BOOKS

     Section 5. For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the

                                      -16-

board of directors may provide that the stock transfer books shall be closed
for a stated period but not to exceed, in any case, fifty days. If the stock
transfer books shall be closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of stockholders, such date
in any case to be not more than fifty days and, in case of a meeting of
stockholders, not less than ten days prior to the date on which the particular
action, requiring such determination of stockholders, is to be taken.  If the
stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.




                                      -17-

                            REGISTERED STOCKHOLDERS

     Section 6.  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Virginia.

                              LIST OF STOCKHOLDERS

     Section 7.  The officer or agent having charge of the transfer books for
shares shall make, at least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the principal business office of the corporation and shall be subject
to inspection by any stockholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any stockholder during the whole time
of the meeting. The original stock ledger or transfer

                                      -18-


book, or a duplicate thereof, shall be prima facie evidence as to who are the
stockholders entitled to examine such list or stock ledger or transfer book or
to vote at any meeting of the stockholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                   DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to any provisions
of the articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                      -19-


                                     CHECKS

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                  FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Virginia". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                  ARTICLE XII

                                   AMENDMENTS

     Section 1. These bylaws may be altered, amended or repealed or new bylaws
may be adopted by the affirmative vote of the holders of a majority of the
outstanding capital stock of the corporation or by the affirmative vote of a
majority of the board of directors at any regular or special meeting; provided,
however, that any amendment, repeal or other modification by the board of
directors of the proviso contained in Section 6 of Article VI shall require the
approval of not less than 6 directors.

                                      -20-

     We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.

     We do hereby approve and authorize this Corporation to issue a certificate
for eight hundred (800) shares of its no par value common stock to Holiday
Southeast Holding Corp. in exchange for the sum of $800.00.

     We do hereby approve and authorize this Corporation to issue a certificate
for two hundred (200) shares of its no par value common stock to John D. Shaffer
in exchange for the sum of $200.00.

     Pursuant to Article    of the By-Laws of the corporation we direct that the
fiscal year end of the corporation shall be July 31st.

     We do hereby designate the               Bank as a depository for the funds
of this Corporation, direct that the appropriate resolutions be executed by the
Secretary of the Corporation and a copy of said resolutions be retained as part
of the corporate records.

     We do hereby approve the form of corporate seal an impression of which is
herein set forth.




     We do hereby approve the form of certificate representing shares of the
corporation.

     We authorize the Treasurer of the Corporation, as, if and when Holiday
Southeast Holding Corp. and John D. Shaffer have paid into the corporate
account the sum of their subscription, to issue a Certificate of shares to
them. We also authorize the Treasurer to pay all costs of organization of the
Corporation.


                                        /s/ DONAHUE L. WILDMAN
                                        -------------------------------------
                                        DONAHUE L. WILDMAN


                                        -------------------------------------
                                        JACK L. CLARK


                                        -------------------------------------
                                        ROY ZURKOWSKI


                                        -------------------------------------
                                        FRANK BOND

                                        /s/ HAROLD HARRISON
                                        -------------------------------------
                                        HAROLD HARRISON

                                        /s/ JOHN D. SHAFFER
                                        -------------------------------------
                                        JOHN D. SHAFFER

                                        BEING ALL OF THE DIRECTORS OF SAID
                                        CORPORATION.



DATED:  ___________________, 19__ .

EX-3.107

                                                                   Exhibit 3.107



                        [SEAL OF THE STATE OF DELAWARE]


                                     STATE
                                       OF
                                    DELAWARE


                          OFFICE OF SECRETARY OF STATE

I, Michael Harkins, Secretary of State of the State of Delaware,
do hereby certify that the attached is a true and correct copy of Certificate
of Amendment filed in this office on March 19, 1982


                                           /s/ MICHAEL HARKINS
                                           -------------------------------------
            [SEAL OF                       Michael Harkins, Secretary of State
      DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE           BY: /s/ M. MILES
           DELAWARE]                           ---------------------------------

                                           DATE: January 18, 1989
                                                --------------------------------








                                                               REC M129 Page 923

                            [STATE OF DELAWARE SEAL]
                               State of Delaware
                          Office of SECRETARY OF STATE

     I Glenn C. Kenton Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of certificate
of Incorporation of the "U.S. HEALTH & RECREATION, INC.", as received and filed
in this office the twenty-seventh day of March, A.D. 1979, at 10 o'clock am.

     In Testimony Whereof, I have hereunto set my hand and official seal at
Dover this twenty-seventh day of March in the year of our Lord one thousand nine
hundred and seventy-nine.

                              /s/ Glenn C. Kenton
                          ----------------------------
                      Glenn C. Kenton. Secretary of State


                          -----------------------------
                          Assistant Secretary of State
                              RECEIVED FOR RECORD
                                  MAR 30 1979
                          LEO J. DUNGAN, Jr., Recorder





                                                                           FILED
                                                                 MAR 19 1982 9AM
                                                                 GLENN C. KENTON
                                                              SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OR INCORPORATION

                                      ****

     U.S. Health and Recreation, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of U.S. Health and
Recreation, Inc., resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

          RESOLVED, that the Certificate of Incorporation of this corporation be
     amended by changing the Article thereof number "One" so that, as amended
     said Article shall be and read as follows:

          "The name of this corporation shall be U.S. Health, Inc."

          SECOND: That thereafter, pursuant to resolution of its Board of
     Directors, a special meeting of the stockholders of said corporation was
     duly called and held, upon notice in accordance with Section 222 of the
     General Corporation Law of the State of Delaware at which meeting the
     necessary number of shares as required by statute were voted in favor of
     the amendment.

          THIRD: That said amendment was duly adopted in accordance with the
     provisions of Section 242 of the General Corporation Law of the State of
     Delaware.

     FOURTH:   That the capital of said corporation shall not be reduced under
or by reason of said amendment.

     IN WITNESS WHEREOF, U.S. Health and Recreation, Inc., has caused its
corporate seal to be hereunto fixed and this certificate to be signed by its
President and its Secretary, this 15th day of January, 1982.




                                        BY: /s/ [ILLEGIBLE]
                                        ----------------------------------
                                                President



(CORPORATE SEAL)




                                        BY: /s/ [ILLEGIBLE]
                                        ----------------------------------
                                               Secretary

ATTEST:

                                                               REC M129 PAGE 923


                           [STATE OF DELAWARE LOGO]
                                     STATE
                                       OF
                                    DELAWARE
                          Office of SECRETARY OF STATE

I, Glenn C. Kenton Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Incorporation of the "U.S. HEALTH & RECREATION, INC.", as received and filed
in this office the twenty-seventh day of March, A.D. 1979, at 10 o'clock a.m.


In Testimony Whereof, I have hereunto set my hand and official seal at Power
this twenty-seventh day of March in the year of our Lord one thousand nine
hundred and seventy-nine.

                                        /s/ Glenn C. Kenton
                                        ----------------------------------
                                        Glenn C. Kenton, Secretary of State



                                        /s/ [ILLEGIBLE]
                                        ----------------------------------
                                        Assistant Secretary of State

                                                               REC M129 PAGE 918

                          CERTIFICATE OF INCORPORATION

                                       OF

                         U.S. HEALTH & RECREATION, INC.

                        _______________________________


     FIRST: The name of this corporation is U.S. HEALTH & RECREATION, INC.

     SECOND: The address of its registered office in the State of Delaware is
100 West Tenth Street, in the City of Wilmington, and County of New Castle. The
name of its Registered Agent at such address is the Corporation Trust Company.

     THIRD: The nature of the business and the objects and purposes proposed to
be transacted, promoted, and carried on are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH: The total number of shares which this corporation shall have
authority to issue is TEN MILLION FIVE HUNDRED THOUSAND (10,500,000) shares
divided into two classes, namely, Preferred Stock and Common Stock. The number
of shares of Preferred Stock which this corporation is authorized to issue is
FIVE HUNDRED THOUSAND (500,000) without par value and the number of shares of
Common Stock which this corporation is authorized to issue is TEN MILLION
(10,000,000) shares of the par value of TWENTY-FIVE CENTS ($.25).

     There is hereby expressly granted to the Board of Directors of the
corporation, the power and authority to issue the Preferred Stock as a class
without series, or if so determined from time to time, in one or more series,
and to fix the

qualifications, limitations or restrictions thereof with respect to the
Preferred Stock authorized herein in a resolution or resolutions adopted by the
Board of Directors providing for the issue of said stock.

     The Board of Directors is further authorized to provide that the Preferred
Stock, when issued, may be convertible into or exchangeable for shares of any
other class or classes of stock of the corporation or of any series of the same
at such price or prices or rates of exchange and with such adjustments as shall
be stated and expressed in the resolution or resolutions providing for the issue
of such Preferred Stock adopted by the Board of Directors as hereinabove
provided.

     Each and every resolution adopted by the Board of Directors providing for
the issuance of the Preferred Stock as a class or in series within such class
from time to time shall be, under certificate of the proper officers of the
corporation, filed with the Secretary of State of Delaware and a certified copy
thereof shall be recorded in the same manner as certificates of incorporation
are required to be filed and recorded.

     FIFTH:    The number of the authorized shares of any class or classes of
stock may be increased or decreased by the affirmative vote of the holders of a
majority of the stock of the corporation entitled to vote.

                                      -2-

                                                               REC M129 PAGE 920

     SIXTH: The name and mailing address of the Incorporator is as follows:

                         William H. Uffelman
                         1206 Farmers Bank Building
                         Tenth and Market Streets
                         Wilmington, Delaware 19801

     SEVENTH: The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:

          Name                               Mailing Address
          ----                               ---------------

Frank Bond                                   300 East Joppa Street
                                             Towson, Maryland 21204

John C. Moore, III                           300 East Joppa Street
                                             Towson, Maryland 21204

Donald A. Goldman                            300 East Joppa Street
                                             Towson, Maryland 21204

Jimmy D. Johnson                             912 Venice Drive
                                             Silver Spring, Maryland 20904

Herbert W. Marache, Jr.                      Moseley, Hallgarten & Estabrook
                                             1 New York Plaza
                                             New York, New York 10004

Raymond M. Blank                             1219 South Charles Street
                                             Baltimore, Maryland 21230

Aaron Rubin                                  Fruitledge Road
                                             Brookville, New York 11545

David Friedman                               703 Hutchison Drive
                                             Blacksbury, Virginia 24060

Norman Polovoy                               110 Swanhill Court
                                             Pikesville, Maryland 21218




                                      -3-



                                                               REC M129 PAGE 921

     EIGHTH:  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, or
repeal the by-laws.

     NINTH:  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     I, THE UNDERSIGNED, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file, and record this Certificate, and
do certify that the facts stated are true; and I have accordingly hereunto set
my Hand.



                                            /s/ W.H. Uffelman
                                        ----------------------------------
                                              William H. Uffelman

In the presence of:


STATE OF DELAWARE:
                 : SS.
NEW CASTLE COUNTY:                                             REC M129 PAGE 922

     BE IT REMEMBERED, that on this 26th day of March A.D., 1979, personally
appeared before me, the Subscriber, a Notary Public for the State and County
aforesaid, WILLIAM H. UFFELMAN, party to the foregoing Certificate of
Incorporation, known to me personally to be such, and I having first made known
to him the contents of said Certificate, he did acknowledge that he signed,
sealed and delivered the same as his voluntary act and deed, and deposed that
the facts therein stated were truly set forth.

     GIVEN under my Hand and Seal of office the day, month and year aforesaid.


                                               /s/ [ILLEGIBLE]
                                               --------------------------------
                                                  Notary Public

EX-3.108

                                                                   Exhibit 3.108

                                     BYLAWS

                                       OF

                         U.S. HEALTH & RECREATION, INC.

                                   Article I

                                    Offices

     The Corporation shall maintain a registered office in the State of Delaware
as required by law. The Corporation may also have offices in such other places
either within or without the State of Delaware as the Board of Directors may
from time to time designate or as the business of the Corporation may require.

                                   Article II

                            Meetings of Stockholders

Section 1. Place. Meetings of the stockholders of the Corporation shall be held
at such place either within or without the State of Delaware as may from time to
time be designated by the Board of Directors and stated in the notice of
meeting.

"Section 2. Annual Meeting. Commencing in 1994, an annual meeting of the
stockholders of the Corporation shall be held in each year during the third week
of January at a date and time to be determined by the board of directors, or if
that be a legal holiday, then on the next business day for the election of
directors and for the transaction of such other business as may be brought
before the meeting."

Section 3.     Notice.  Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than 10 nor more than 60 days before the date of the
meeting.

Section 4.     List of Stockholders.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where

the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

Section 5. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes may be called by the Chief Executive Officer or the
President, and shall be called by the Chief Executive Officer or the President
at the request in writing of a majority of the Board of Directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meeting. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than 10 nor more than 60
days before the date of the meeting, to each stockholder entitled to vote at
such meeting.


Section 7.  Business at Special Meeting.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.  Quorum.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

Section 9.  Voting Power.  When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

Section 10.  Voting.  At all meetings of the stockholders, every registered
owner of shares entitled to vote shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
At all elections of Directors, the voting shall be by ballot.

Section 11.  Consent.  Any action required or permitted to be taken at any
annual or special meeting of stockholders of the Corporation may be taken
without a meeting, without prior notice and without a vote, if a

quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

Section 10. Consent. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

Section 11. Participation in Meetings. Members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

Section 12. Manifestation of dissent. A director of the Corporation who is
present at a meeting of the Board of

consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

Section 12.    Chairman of Meeting.  The Chairman of the Board or the President
shall preside at all meetings of the stockholders; and, in the absence of the
Chairman or the President, the Board of Directors may appoint any stockholder to
act as chairman of the meeting.

Section 13.    Secretary of Meeting.  The Secretary of the Corporation shall act
as Secretary of all meetings of the stockholders; and, in his absence, the
Chairman of the Board may appoint any person to act as secretary of the meeting.

                                  Article III

                                   Directors

"Section 1. Election. The number of directors shall be at least three (3)
but no more than twenty (20). The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3 of this Article,
and each director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders."

Section 2.  Number of Directors. The first Board shall consist of not less than
five and not more than fifteen directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 3 of this Article, and each director elected shall hold office until
his successor is elected and qualified.

Section 3.  Vacancies. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, through less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner

provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board, as constituted immediately prior to any such increase, the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

Section 4. Business of Corporation. The business of the Corporation shall be
managed by or under the direction of its Board of Directors.

                       Meetings of the Board of Directors

Section 5. Place. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

Section 6. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders,

no notice other than this by-law shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall
be present.

Section 7. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time
be determined by the Board.

Section 8. Special Meetings. Special meetings of the Board may be called by the
Chief Executive Officer or the President on one day's notice to each director,
either personally or by mail or by telegram; special meetings shall be called
by the Chief Executive Officer or the President in like manner and on like
notice on the written request of two directors unless the Board consists of
only one director; in which case special meetings shall be called by the Chief
Executive Officer or the President in like manner and on like notice on the
written request of the sole director.

Section 9. Quorum. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a



Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

                            Committees of Directors

Section 13. Designation. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

     In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.


     Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the By-laws of the
Corporation; and, unless the resolution so provides, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

Section 14. Minutes of Meetings. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

Section 15. Rules of Procedure. A majority of the members of any committee may
fix its rules of procedure. All action by any committee shall be reported to
the Board of Directors


at a meeting succeeding such action and shall be subject to revision,
alteration, and approval by the Board of Directors; provided that no rights or
acts of third parties shall be affected by any such revision or alteration.

                              Existing Committees

Section 16. Executive Committee. The Executive Committee shall exercise all of
the powers of the Board of Directors, except the power to declare dividends, to
issue stock, to alter or amend these By-laws or to recommend to the
stockholders any action requiring the approval of the stockholders. The
Executive Committee shall meet at stated times or on notice to all members by
any one of their own number. A majority of the whole Committee shall constitute
a quorum but the affirmative vote of a majority of the whole Committee shall be
necessary in every case.

Section 17. Audit Committee. The Audit Committee shall review the financial
reporting and financial procedures and controls of the Corporation. The Audit
Committee shall recommend the independent auditor to the Board of Directors,
review the scope of the audit and review the work of the independent auditor.
The Audit Committee shall be composed of


two or more directors, none of whom shall be an officer or employee of the
Corporation. The Audit Committee shall meet at stated times or on notice to all
members by any one of their own number but in no case shall it meet less than
once during each fiscal year. A majority of the whole Committee shall constitute
a quorum. The Audit Committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors.

Section 18.  Executive Compensation Committee. The Executive Compensation
Committee shall review the compensation, including fringe benefits, of all
officers and executive employees and make recommendations to the Board of
Directors concerning such compensation. In making its review and
recommendations, the Executive Compensation Committee shall take into account
the compensation plans of comparable companies for comparable officers and
executive employees and such other information as it deems appropriate. The
Executive Compensation Committee shall be composed of three or more directors,
at least two of whom shall not be officers or employees of the Corporation. The
Executive Compensation Committee shall meet at stated times or on notice to all
members by any one of their own


number, but in no case shall it meet less than once during each fiscal year. A
majority of the whole Committee shall constitute a quorum. The Executive
Compensation Committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors.



                           Compensation of Directors

Section 19.    Payments. The Board of Directors shall have the authority to fix
the compensation of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.


                              Removal of Directors

Section 20.    Removal.  Unless otherwise restricted by law, any director or
the entire Board of Directors may be removed, with or without cause, by the
holders of a majority of shares entitled to vote at an election of directors.

                                   Article IV

                                    Notices

Section 1.  Requirements.  Whenever, under the provisions of the statutes or of
these Bylaws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

Section 2.  Waiver.  Whenever any notice is required to be given under the
provisions of the statutes or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.

                                   Article V

                                   Officers

Section 1.  Officers.  The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chair-


or ratified by the Board, a committee thereof of the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board or of a committee which authorizes the
contract or transaction.

                                   ARTICLE XI

                        Proxies in Respect of Securities
                             of Other Corporations

     Unless otherwise provided by resolution adopted by the Board, the Chairman
of the Board or President may from time to time appoint an attorney or
attorneys or an agent or agents to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation to vote or to consent in
respect of such stock or other securities, and the Chairman of the Board or
President may instruct the person or persons so appointed as to the manner of
exercising such powers and rights, and the Chairman of the Board or President
may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, all such written
proxies, powers of attorney or other written instruments as he may deem
necessary

man of the Board, a President, a Vice President, a Secretary and a Treasurer.
The Board of Directors may also choose additional Vice Presidents, and one or
more Assistant Secretaries and Assistant Treasurers. Any number of offices may
be held by the same person, unless the Certificate of Incorporation or these
By-laws otherwise provide.

Section 2.  Appointment. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer.

Section 3.  Other Officers and Agents. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.

Section 4.  Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

Section 5.  Term of Office. The officers of the Corporation shall hold office
until their successors are chosen

and qualify. Any officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.

Section 6.     Duties of Officers.  One or more such officers shall be
specifically designated to sign instruments and stock certificates. One of the
officers shall have the duty to record the proceedings of the meetings of
stockholders and directors in a book to be kept for that purpose. Any number of
offices may be held by the same person.

Section 7.     Chairman of the Board and President.  The Chairman of the Board
shall be the principal executive officer of the corporation. The President shall
be the principal administrative and financial officer of the corporation and
shall in general supervise and control all of the business and affairs of the
corporation. He shall preside at all meetings of the stockholders and of the
Board of Directors. The President shall be selected from among the directors.
The Chairman of the Board or the President may sign any deed, mortgage, bond,
contract or other instrument which the Board of Directors has authorized to be
executed, except in cases

where the execution thereof shall be expressly delegated by the Board of
Directors or by these By-laws to some other officer or agent of the corporation
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of the Chairman of the Board
and President, respectively, and such other duties as may be prescribed by the
Board of Directors from time to time. The President shall be ex officio a
member of all committees that may, from time to time, be constituted by the
Board of Directors, except the Audit Committee.

Section 8.  Vice Presidents.  In the absence of the President or in the event of
a vacancy in such office, the Vice President (or in the event there be more than
one Vice President, the Vice Presidents in the order designated at the time of
their election, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.



Section 9.  Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (e) have general charge of the
stock transfer books of the corporation; and (f) in general perform all duties
as from time to time may be assigned to him by the President or by the Board
of Directors.

Section 10.  Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositaries as may be designated by the Board of Directors.

     He shall disburse the funds of the corporation as may be ordered by the
Board of Directors, taking proper

vouchers for such disbursements, and shall render to the President and Board of
Directors, at the regular meetings of the Board or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.

     If required by the Board of Directors, he shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.

                                   Article VI

                              Certificate of Stock

Section 1. Issuance of Stock. Every holder of stock in the corporation shall be
entitled to have a certificate signed by, or in the name of the corporation by,
an officer or officers designated to sign stock certificates by the Board of
Directors, certifying the number of shares owned by him in the Corporation.

     Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates


issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be
specified.

     If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the corporation shall issue to represent such
class or series of stock, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.


Section 2. Signatures. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                               Lost Certificates

Section 3. Replacements. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or


to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               Transfer of Stock

Section 4. Transfer. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               Fixing Record Date

Section 5. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the

purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                            Registered Stockholders

Section 6. Owner of Shares. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                  Article VII

                               General Provisions

Section 1. Dividends. Dividends upon the capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

Section 2. Reserves. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.


Section 4.  Checks.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 5.  Fiscal Year.  The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section 6.  Seal.  The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                                  Article VIII

                                   Amendments

Section 1.  Amendment of Bylaws.  These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the stockholders or by the Board of
Directors, since such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or

of the Board of Directors or at any special meeting of the stockholders or of
the Board of Directors if notice of such alteration, amendment, repeal or
adoption of new By-laws be contained in the notice of such special meeting.
Even though the power to adopt, amend or repeal By-laws is conferred upon the
Board of Directors by the Certificate of Incorporation, it shall not divest or
limit the power of the stockholders to adopt, amend or repeal By-laws.


                                   Article IX

                   Indemnification of Directors and Officers

     (a)  The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative, other than an action by or in the right of the Corporation by
reason of the fact that he is or was a director or officer or was serving at
the request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such


action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b)  The Corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending,
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer or is or was serving at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with

the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnification for such expenses which the Court of Chancery or such other
Court shall deem proper.

     (c) To the extent that a director or officer has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b), unless ordered by a
court, should be made by the

Corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in sub-sections
(a) and (b) of this section. Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of directors who are not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by the stockholders.

     (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount are unless it shall ultimately be determined that
he is entitled to be indemnified by the Corporation as authorized by this
section.

     (f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which


those seeking indemnification may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (g) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would

have had power and authority to indemnify its directors and officers so that any
person who is or was a director or officer of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

     (i)  In addition to any indemnification permitted by these by-laws, the
Board of Directors shall, in its sole discretion, have the power to grant such
indemnification as it deems in the interest of the Corporation to those persons
serving the Corporation as an employee or agent to the full extent permitted by
law.

                                   Article X

                       Interested Directors and Officers

     No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, associa-


tion, or other organization in which one or more of its directors or officers
are directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if

     (a)  The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board or the
committee, and the Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or

     (b)  The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or

     (c)  The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved

in order that the Corporation may exercise such powers and rights.

EX-3.109

                                                                   Exhibit 3.109

                            ARTICLES OF ORGANIZATION
                                       OF
                      WEST VILLAGE GYM AT THE ARCHIVES LLC

       (Under Section 203 of the New York Limited Liability Company Law)

FIRST:    The name of this limited liability company is: West Village Gym at
          the Archives LLC.

SECOND:   The county within this state in which the office of the limited
          liability company is to locate is: New York.

THIRD:    The latest date on which the limited liability company is to dissolve
          is December 31, 2097.

FOURTH:   The secretary of state is designated as agent of the limited liability
          company upon whom process against it may be served. The post office
          address within this state to which the secretary of state shall mail a
          copy of any process against the limited liability company served upon
          him or her is: 88 University Place, 11th Floor, New York, New York
          10003.

FIFTH:    The effective date of these Articles of Organization is the date of
          filing.

SIXTH:    This limited liability company is to be managed by its members.

     IN WITNESS WHEREOF, this certificate has been subscribed this 14 day of
November, 1997, by the undersigned who affirms that the statements  made herein
are true under the penalties of perjury.

                                        /s/ Doug Levine
                                        --------------------------------------
                                        Doug Levine, Organizer
                                        88 University Place, 11th Floor
                                        New York, New York 10003

                            ARTICLES OF ORGANIZATION

                                       OF

                      WEST VILLAGE GYM AT THE ARCHIVES LLC



   RECEIVED                                                        FILED
Nov 19 4:33 PM '97                                           Nov 20 9:01 AM '97





        UNDER SECTION 203 OF THE NEW YORK LIMITED LIABILITY COMPANY LAW


                                                  STATE OF NEW YORK
                                                 DEPARTMENT OF STATE
                                                  FILED Nov 20 1997
                                                  TAX $ --
                                                  BY /s/ (ILLEGIBLE)



                                    COUNSEL:

                              PENNIE & EDMONDS LLP

                              3300 HILLVIEW AVENUE

                            PALO ALTO, CA 94304-1203

EX-3.110

                                                                   EXHIBIT 3.110


                      West Village Gym at the Archives LLC
                              Operating Agreement

     This Operating Agreement (this "Agreement") is entered into effective
December 31, 1997 by and among the signatories hereto.

                                   BACKGROUND

     The parties have agreed to organize and operate a limited liability
company in accordance with the terms and subject to the conditions set forth in
this Agreement.

                                   AGREEMENT

     The parties, intending legally to be bound, agree as follows:

                                   Article I
                                 Defined Terms

     The following capitalized terms shall have the meaning specified in this
Article I. Other terms are defined in the text of this Agreement; and,
throughout this Agreement, those terms shall have the meanings respectively
ascribed to them.

     "Adjusted Capital Account Deficit" means, with respect to any Economic
Interest Holder, the deficit balance, if any, in the Economic Interest Holder's
Capital Account as of the end of the relevant taxable year, after giving effect
to the following adjustments:

          (i) the deficit shall be decreased by the amounts, if any, which the
Economic Interest Holder is obligated to restore pursuant to Section 4.4.2 or
is deemed obligated to restore pursuant to Regulation Section
1.704-1(b)(2)(ii)(c); and

          (ii) the deficit shall be increased by the items described in
Regulation Sections 1.704-1(b)(2)(ii)-(d)(4), (5), and (6).

     "Adjusted Capital Balance" means, as of any day, an Economic Interest
Holder's total Capital Contributions less all amounts actually distributed to
the Economic Interest Holder pursuant to Sections 4.1 and 4.4 hereof. If any
Economic Interest is transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Adjusted Capital Balance of the
transferor to the extent the Adjusted Capital Balance relates to the Economic
Interest transferred.

     "Affiliate" means, with respect to any Member, any Person: (i) which owns
more than five percent (5%) of the voting interests in the Member; or (ii) in
which the Member owns more than five percent (5%) of the voting interests; or
(iii) in which more than

                                       1



five percent (5%) of the voting interests are owned by a Person who has a
relationship with the Member described in clause (i) or (ii) above or who
otherwise controls, is controlled by, or under common control with, another
person.

     "Agreement" means this Operating Agreement, as amended from time to time.

     "Capital Account" means the account to be maintained by the Company for
each Economic Interest Holder in accordance with the following provisions:

          (i)  an Economic Interest Holder's Capital Account shall be credited
with the Economic Interest Holder's Capital Contributions, the amount of any
Company liabilities assumed by the Economic Interest Holder (or which are
secured by Company property distributed to the Economic Interest Holder), the
Economic Interest Holder's distributive share of Profit and any item in the
nature of income or gain specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3); and

          (ii) an Economic Interest Holder's Capital Account shall be debited
with the amount of money and the fair market value of any Company property
distributed to the Economic Interest Holder, the amount of any liabilities of
the Economic Interest Holder assumed by the Company (or which are secured by
property contributed by the Economic Interest Holder to the Company), the
Economic Interest Holder's distributive share of Loss and any item in the nature
of expenses or losses specially allocated to the Economic Interest Holder
pursuant to the provisions of Article IV (other than Section 4.3.3).

     If any Economic Interest is transferred pursuant to the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor
to the extent the Capital Account is attributable to the transferred Economic
Interest. If the book value of Company property is adjusted pursuant to Section
4.3.3, the Capital Account of each Economic Interest Holder shall be adjusted to
reflect the aggregate adjustment in the same manner as if the Company had
recognized gain or loss equal to the amount of such aggregate adjustment. It is
intended that the Capital Accounts of all Economic Interest Holders shall be
maintained in compliance with the provisions of Regulation Section 1.704-1(b),
and all provisions of this Agreement relating to the maintenance of Capital
Accounts shall be interpreted and applied in a manner consistent with that
Regulation.

     "Capital Contribution" means the total amount of cash and the fair market
value of any other assets contributed (or deemed contributed under Regulation
Section 1.704-1(b)(2)(iv)(d)) to the

                                       2

Company by a Member, net of liabilities assumed or to which the assets are
subject.

     "Cash Flow" means all cash funds derived from operations of the Company
(including interest received on reserves), without reduction for any noncash
charges, but less cash funds used to pay current operating expenses and to pay
or establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Members. Cash Flow shall be
increased by the reduction of any reserve previously established.

     "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.

     "Company" means the limited liability company formed in accordance with
this Agreement.

     "Economic Interest" means a Person's share of the Profits and Losses of,
and the right to receive distributions from, the Company.

     "Economic Interest Holder" means any Person who holds an Economic
Interest, whether as a Member or an unadmitted assignee of a Member.

     "Involuntary Withdrawal" means, with respect to any Member, the occurrence
of any of the following events:

          (i) the Member makes an assignment for the benefit of creditors;

          (ii) the Member files a voluntary petition of bankruptcy;

          (iii) the Member is adjudged bankrupt or insolvent or there is
entered against the Member an order for relief in any bankruptcy or insolvency
proceeding;

          (iv) the Member files a petition seeking for the Member any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation;

          (v) the Member seeks, consents to, or acquiesces in the appointment
of a trustee for, receiver for, or liquidation of the Member or of all or any
substantial part of the Member's properties;

          (vi) the Member files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against the
Member in any proceeding described in Subsections (i) through (v);

                                       3



     (vii)  any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law, or regulation, continues for one hundred twenty
(120) days after the commencement thereof, or the appointment of a trustee,
receiver, or liquidator for the Member or all or any substantial part of the
Member's properties without the Member's agreement or acquiescence, which
appointment is not vacated or stayed for one hundred twenty (120) days or, if
the appointment is stayed, for one hundred twenty (120) days after the
expiration of the stay during which period the appointment is not vacated;

     (viii)  if the Member is an individual, the Member's death, incapacity, or
adjudication by a court of competent jurisdiction as incompetent to manage the
Member's person or property;

     (ix)  if the Member is acting as a Member by virtue of being a trustee of
a trust, the termination of the trust;

     (x)  if the Member is a partnership or limited liability company, the
dissolution and commencement of winding up of the partnership or limited
liability company;

     (xi)  if the Member is a corporation, the dissolution of the corporation
or the revocation of its charter;

     (xii)  if the Member is an estate, the distribution by the fiduciary of
the estate's entire interest in the Company;

     "Law" means the New York Limited Liability Company Law, as amended from
time to time.

     "Member" means each Person who has signed this Agreement and any Person
who subsequently is admitted as a member of the Company.

     "Membership Interest" means all of the rights of a Member in the Company,
including a Member's: (i) Economic Interest; (ii) right to inspect the
Company's books and records; (iii) right to participate in the management of
and vote on matters coming before the Company; and (iv) unless this Agreement
or the Articles of Organization provide to the contrary, right to act as an
agent of the Company.

     "Minimum Gain" has the meaning set forth in Regulation Section 1.704-2(d).
Minimum Gain shall be computed separately for each Economic Interest Holder in
a manner consistent with the Regulations under Code Section 704(b).

     "Negative Capital Account" means a Capital Account with a balance of less
than zero.

                                       4






     "Percentage"  means, as to a Member, the percentage set forth after the
Member's name on Exhibit A, as amended from time to time, and as to an Economic
Interest Holder who is not a Member, the Percentage of the Member whose Economic
Interest has been acquired by such Economic Interest Holder, to the extent the
Economic Interest Holder has succeeded to that Member's Economic Interest.


     "Person"  means and includes an individual, corporation, partnership,
association, limited liability company, trust, estate, or other entity.

     "Positive Capital Account"  means a Capital Account with a balance greater
than zero.

     "Profit" and "Loss"  means, for each taxable year of the Company (or other
period for which Profit or Loss must be computed), the Company's taxable income
or loss determined in accordance with the Code Section 703(a), with the
following adjustments:

     (i) all items of income, gain, loss, deduction, or credit required to be
stated separately pursuant to Code Section 703(a)(1) shall be included in
computing taxable income or loss; and

     (ii) any tax-exempt income of the Company, not otherwise taken into
account in computing Profit or Loss, shall be included in computing taxable
income or loss; and

     (iii) any expenditures of the Company described in Code Section
705(a)(2)(B) (or treated as such pursuant to Regulation Section
1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit
or Loss, shall be subtracted from taxable income or loss; and

     (iv) gain or loss resulting from any taxable disposition of Company
property shall be computed by reference to the adjusted book value of the
property disposed of, notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax
purposes; and

     (v) in lieu of the depreciation, amortization, or cost recovery deductions
allowable in computing taxable income or loss, there shall be taken into account
the depreciation computed based upon the adjusted book value of the asset; and

     (vi) notwithstanding any other provision of this definition, any items
which are specially allocated pursuant to Section 4.3 hereof shall not be taken
into account in computing Profit or Loss.


                                       5

     "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

     "Transfer" means-when used as a noun-any sale, hypothecation, pledge,
assignment, attachment, or other transfer, and-when used as a verb-means to
sell, hypothecate, pledge, assign, or otherwise transfer.

     "Voluntary Withdrawal" means a Member's disassociation with the Company by
means other than a Transfer or an Involuntary Withdrawal.

                                   Article II
                   Formation and Name: Office; Purpose; Term

     2.1. Organization. The parties have organized a limited liability company
pursuant to the Law and the provisions of this Agreement and, for that purpose,
have caused Articles of Organization to be prepared, executed, and filed with
the New York Department of State.

     2.2. Name of the Company. The name of the Company shall be West Village Gym
at the Archives LLC. The Company may do business under that name and under any
other name or names upon which the Members agree. If the Company does business
under a name other than that set forth in its Articles of Organization, then the
Company shall file a certificate as required by General Business Law Section
130.

     2.3. Purpose. The Company is organized to engage in any business permitted
under the Law, except to do in New York any business for which any statute of
New York other than the Limited Liability Company Law specifically requires some
other business entity or natural person to be formed or used for such business.

     2.4. Term. The term of the Company shall begin upon the filing of Articles
of Organization with the New York Department of State and shall continue until
December 31, 2097, unless its existence is sooner terminated pursuant to Article
VII of this Agreement.

     2.5. Registered Agent. The name and address of the Company's registered
agent in the State of New York shall be Doug Levine, 88 University Place, 11th
Floor, New York, New York 1003.

     2.6. Members. The name, present mailing address, and Percentage of each
Member are set forth on Exhibit A.

                                       6

                                  Article III
                       Members; Capital; Capital Accounts

     3.1. Initial Capital Contributions. On December 31, 1997 the Members shall
surrender and assign the assets, properties and business, and the Company shall
assume and agree to be bound by and pay the liabilities and obligations all as
set forth in the Assignment and Assumption Agreement by and between the Company
and the Members.

     3.2. No Additional Capital Contributions Required. No Member shall be
required to contribute any additional capital to the Company, unless required by
a vote of the Members holding two-thirds (2/3) in interest, and in no event in
an amount greater than twenty-five thousand dollars ($25,000). No Member shall
have any personal liability for any obligation of the Company.

     3.3. No Interest on Capital Contributions. Economic Interest Holders shall
not be paid interest on their Capital Contributions.

     3.4. Return of Capital Contributions. Except as otherwise provided in this
Agreement, no Economic Interest Holder shall have the right to receive any
return of any Capital Contribution.

     3.5. Form of Return of Capital. If an Economic Interest Holder is entitled
to receive a return of a Capital Contribution, the Company may distribute cash,
notes, property, or a combination thereof to the Economic Interest Holder in
return of the Capital Contribution.

     3.6. Capital Accounts. A separate Capital Account shall be maintained for
each Economic Interest Holder.

     3.7. Loans. Any Member may, at any time, make or cause a loan to be made to
the Company in any amount and on those terms as approved by a majority in
interest of the other Members.

                                   Article IV
                        Profit, Loss, and Distributions

     4.1. Distributions of Cash Flow. Cash Flow for each taxable year of the
Company shall be distributed to the Economic Interest Holders in proportion to
their Percentages no later than ninety (90) days after the end of the taxable
year.

     4.2. Allocation of Profit or Loss. After giving effect to the special
allocations set forth in Section 4.3, for any taxable year of the Company,
Profit or Loss shall be allocated to the Economic Interest Holders in proportion
to their Percentages.

     4.3. Regulatory Allocations.

                                       7


     4.3.1. Qualified Income Offset. No Economic Interest Holder shall be
allocated Losses or deductions if the allocation causes the Economic Interest
Holder to have an Adjusted Capital Account Deficit. If an Economic Interest
Holder receives (1) an allocation of Loss or deduction (or item thereof) or (2)
any distribution, which causes the Economic Interest Holder to have an Adjusted
Capital Account Deficit at the end of any taxable year, then all items of income
and gain of the Company (consisting of a pro rata portion of each item of
Company income, including gross income and gain) for that taxable year shall be
allocated to that Economic Interest Holder, before any other allocation is made
of Company items for that taxable year, in the amount and in proportions
required to eliminate the excess as quickly as possible. This Section 4.3.1 is
intended to comply with, and shall be interpreted consistently with, the
"qualified income offset" provisions of the Regulations promulgated under Code
Section 704(b).

     4.3.2. Minimum Gain Chargeback. Except as set forth in Regulation Section
1.704-2(f)(2), (3), and (4), if, during any taxable year, there is a net
decrease in Minimum Gain, each Economic Interest Holder, prior to any other
allocation pursuant to this Article IV, shall be specially allocated items of
gross income and gain for such taxable year (and, if necessary, subsequent
taxable years) in an amount equal to that Economic Interest Holder's share of
the net decrease of Minimum Gain, computed in accordance with Regulation Section
1.704-2(g). Allocations of gross income and gain pursuant to this Section 4.3.2
shall be made first from gain recognized from the disposition of Company assets
subject to non-recourse liabilities (within the meaning of the Regulations
promulgated under Code Section 752), to the extent of the Minimum Gain
attributable to those assets, and thereafter, from a pro rata portion of the
Company's other items of income and gain for the taxable year. It is the intent
of the parties hereto that any allocation pursuant to this Section 4.3.2 shall
constitute a "minimum gain chargeback" under Regulation Section 1.704-2(f).

     4.3.3. Contributed Property and Book-ups. In accordance with Code Section
704(c) and the Regulations thereunder, as well as Regulation Section
1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and deduction with respect to any
property contributed (or deemed contributed) to the Company shall, solely for
tax purposes, be allocated among the Economic Interest Holders so as to take
account of any variation between the adjusted basis of the property to the
Company for federal income tax purposes and its fair market value at the date of
contribution (or deemed contribution). If the adjusted book value of any Company
asset is adjusted as provided herein, subsequent allocations of income, gain,
loss, and deduction with respect to the asset shall take account of any
variation between the adjusted basis of the asset for federal income tax
purposes and its adjusted book value in the manner required under Code Section
704(c) and the Regulations thereunder.

                                       8


     4.4. Liquidation and Dissolution.

          4.4.1. If the Company is liquidated, the assets of the Company shall
be distributed to the Economic Interest Holders in accordance with the balances
in their respective Capital Accounts, after taking into account the allocations
of Profit or Loss pursuant to Section 4.2, if any, and distributions, if any, of
cash or property pursuant to Section 4.1.

          4.4.2. No Economic Interest Holder shall be obligated to restore a
Negative Capital Account.

     4.5. General.

          4.5.1. Except as otherwise provided in this Agreement, the timing and
amount of all distributions shall be determined by the Members.

          4.5.2. If any assets of the Company are distributed in kind to the
Economic Interest Holders, those assets shall be valued on the basis of their
fair market value, and any Economic Interest Holder entitled to any interest in
those assets shall receive that interest as a tenant-in-common with all other
Economic Interest Holders so entitled. Unless the Members otherwise agree, the
fair market value of the assets shall be determined by an independent appraiser
who shall be selected by the Members. The Profit or Loss for each unsold asset
shall be determined as if the asset had been sold at its fair market value, and
the Profit or Loss shall be allocated as provided in Section 4.2 and shall be
properly credited or charged to the Capital Accounts of the Economic Interest
Holders prior to the distribution of the assets in liquidation pursuant to
Section 4.4.

          4.5.3. All Profit and Loss shall be allocated, and all distributions
shall be made to the Persons shown on the records of the Company to have been
Economic Interest Holders as of the last day of the taxable year for which the
allocation or distribution is to be made. Notwithstanding the foregoing, unless
the Company's taxable year is separated into segments, if there is a Transfer or
an Involuntary Withdrawal during the taxable year, the Profit and Loss shall be
allocated between the original Economic Interest Holder and the successor on the
basis of the number of days each was an Economic Interest Holder during the
taxable year; provided, however, the Company's taxable year shall be segregated
into two or more segments in order to account for Profit, Loss or proceeds
attributable to any extraordinary non-recurring items of the Company.

          4.5.4. The Members are hereby authorized, upon the advice of the
Company's tax counsel, to amend this Article IV to comply with the Code and the
Regulations promulgated under Code Section 704(b); provided, however, that no
amendment shall

                                       9

materially affect distributions to an Economic Interest Holder without the
Economic Interest Holder's prior written consent.

                                   Article V
                     Management: Rights, Powers, and Duties

     5.1. Management. The Company shall be managed by the Members. Except as
otherwise provided in this Agreement, each Member shall have the right to act
for and bind the Company in the ordinary course of its business.

     5.2. Meetings of and Voting by Members.

          5.2.1. A meeting of the Members may be called at any time by any
Member. Meetings of Members shall be held at the Company's principal place of
business or at any other place in New York, New York designated by the Person
calling the meeting. Not less than ten (10) nor more than sixty (60) days before
each meeting, the Person calling the meeting shall give written notice of the
meeting to each Member entitled to vote at the meeting. The notice shall state
the place, date, hour, and purpose of the meeting. Notwithstanding the foregoing
provisions, each Member who is entitled to notice waives notice if before or
after the meeting the Member signs a waiver of the notice which is filed with
the records of Members' meetings, or is present at the meeting in person or by
proxy without objecting to the lack of notice. Unless this Agreement provides
otherwise, at a meeting of Members, the presence in person or by proxy of
Members holding not less than a majority (over 50 percent) of the Percentages
then held by Members constitutes a quorum. A Member may vote either in person or
by written proxy signed by the Member or by the Member's duly authorized
attorney in fact.

          5.2.2. Except as otherwise provided in this Agreement, the affirmative
vote of Members holding a majority (over 50 percent) or more of the Percentages
then held by Members shall be required to approve any matter coming before the
Members.

          5.2.3. In lieu of holding a meeting, the Members may vote or otherwise
take action by a written instrument indicating the consent of Members holding
such Percentages then held by Members as would be required for Members to take
action under this operating agreement. No written consent shall be effective to
take such action unless within sixty (60) days of the earliest dated consent
delivered in accordance with the Law, signed consents sufficient to take such
action have been likewise delivered. If such consent is not unanimous, prompt
notice shall be given to those Members who have not consented in writing but who
would have been entitled to vote thereon had such action been taken at a
meeting.


                                       10


     5.3. Personal Service.   No Member shall be required to perform services
for the Company solely by virtue of being a Member. Unless approved by the
Members, no Member shall be entitled to compensation for services performed for
the Company. However, upon substantiation of the amount and purpose thereof, the
Members shall be entitled to reimbursement for expenses reasonably incurred in
connection with the activities of the Company.

     5.4. Duties of Parties.

          5.4.1.    The Members shall devote such time to the business and
affairs of the Company as is necessary to carry out the Members' duties set
forth in this Agreement.

          5.4.2.    Except as otherwise expressly provided in Section 5.4.3,
nothing in this Agreement shall be deemed to restrict in any way the rights of
any Member, or of any Affiliate of any Member, to conduct any other business or
activity whatsoever, and no Member shall be accountable to the Company or to any
other Member with respect to that business or activity even if the business or
activity competes with the Company's business. The organization of the Company
shall be without prejudice to the Members' respective rights (or the rights of
their respective Affiliates) to maintain, expand, or diversify such other
interests and activities and to receive and enjoy profits or compensation
therefrom. Each Member waives any rights the Member might otherwise have to
share or participate in such other interests or activities of any other Member
or the Member's Affiliates.

          5.4.3.    Each Member understands and acknowledges that the conduct of
the Company's business may involve business dealings and undertakings with
Members and their Affiliates. In any of those cases, those dealings and
undertakings shall be at arm's length and on commercially reasonable terms.

     5.5. Liability and Indemnification.

          5.5.1.    A Member shall not be liable, responsible, or accountable,
in damages or otherwise, to any other Member or to the Company for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.

          5.5.2.    The Company shall indemnify each Member for any act
performed by the Member with respect to Company matters, except for fraud, bad
faith, gross negligence, or an intentional breach of this Agreement.

                                       11

                                   Article VI

                Transfer of Interests and Withdrawal of Members

     6.1 Transfers. No member may Voluntarily Transfer all, or any portion of,
or any interest or rights in, the Membership Interest owned by the Member. Each
Member hereby acknowledges the reasonableness of this prohibition in view of the
purposes of the Company and the relationship of the Members. The voluntary
Transfer of any Membership Interests, including Economic Interests, in violation
of the prohibition contained in this Section 6.1 shall be deemed invalid, null
and void, and of no force or effect. Any Person to whom Membership Interests are
attempted to be transferred in violation of this Section 6.1 shall not be
entitled to vote on matters coming before the Members, participate in the
management of the Company, act as an agent of the Company, receive distributions
from the Company, or have any other rights in or with respect to the Membership
Interests.

     6.2. Voluntary Withdrawal. No Member shall have the right or power to
Voluntarily Withdraw from the Company, except as otherwise provided by this
Agreement. Any withdrawal in violation of this Agreement shall entitle the
Company to damages for breach, which may be offset against the amounts otherwise
distributable to such member.

     6.3. Involuntary Withdrawal. Immediately upon the occurrence of an
Involuntary Withdrawal, the successor of the Withdrawn Member shall thereupon
become an Economic Interest Holder, but shall not become a Member. If the
Company is continued  as provided in Section 7.1.3, the successor Economic
Interest Holder shall have all the rights of an Economic Interest Holder, but
shall not be entitled by reason of the withdrawal to receive in liquidation of
the Economic Interest, the fair market value of the Member's Economic Interest
as of the date the Member Involuntarily withdrew from the Company.

                                  Article VII

                         Dissolution, Liquidation, and
                           Termination of the Company

     7.1. Events of Dissolution. The Company shall be dissolved upon the
happening of any of the following events:

          7.1.1. when the period fixed for its duration in Section 2.4 has
expired;

          7.1.2. upon the written agreement of the Members holding two-thirds or
more of the Percentages then held by Members; or

          7.1.3. the occurrence of an Involuntary Withdrawal, unless the
remaining Members holding two-thirds or more of the

                                       12



Percentages then held by Members, within ninety (90) days after the occurrence
of the Involuntary Withdrawal, elect to continue the business of the Company
pursuant to the terms of this Agreement.

     7.2.  Procedure for Winding Up and Distribution. If the Company is
dissolved, the remaining Members shall wind up its affairs. On winding up of the
Company, the assets of the Company shall be distributed, first, to creditors of
the Company, including Members and Economic Interest Holders who are creditors,
in satisfaction of the liabilities of the Company, and then to the Members and
Economic Interest Holders in accordance with Section 4.4 of this Agreement.

     7.3.  Filing of Articles of Dissolution. If the Company is dissolved, the
Members shall promptly file Articles of Dissolution with the New York
Department of State. If there are no remaining Members, the Articles shall be
filed by the last Person to be a Member; if there are no remaining Members, or
a Person who last was a Member, the Articles  shall be filed by the legal or
personal representatives of the Person who last was a Member.

                                  Article VIII

                 Books, Records, Accounting, and Tax Elections
                 ---------------------------------------------

     8.1.  Bank Accounts. All funds of the Company shall be deposited in a bank
account or accounts opened in the Company's name. The Members shall determine
the institution or institutions at which the accounts will be opened and
maintained, the types of accounts, and the Persons who will have authority with
respect to the accounts and the funds therein.

     8.2.  Books and Records. The Members shall keep or cause to be kept
complete and accurate books and records of the Company as required under
Section 1102 of the Law as well as supporting documentation of transactions
with respect to the conduct of the Company's business. The books and records
shall be maintained in accordance with sound accounting practices and shall be
available at the Company's principal office for examination by any Member or
the Member's duly authorized representative at any and all reasonable times
during normal business hours.

     8.3.  Annual Accounting Period. The annual accounting period of the Company
shall be its taxable year. The Company's taxable year shall be selected by the
Members, subject to the requirements and limitations of the Code.

     8.4.  Reports. Within seventy-five (75) days after the end of each taxable
year of the Company, the Members shall cause to be sent to each Person who was
a Member at any time during the taxable year then ended a complete accounting
of the affairs of the Company for the taxable year then ended. In addition,
within seventy five (75) days after the end of each taxable year of the
Company, the

                                       13

Members shall cause to be sent to each Person who was an Economic Interest
Holder at any time during the taxable year then ended, that tax information
concerning the Company which is necessary for preparing the Economic Interest
Holder's income tax returns for that year. At the request of any Member, and at
the Member's expense, the Members shall cause an audit of the Company's books
and records to be prepared by independent accountants for the period requested
by the Member.

     8.5. Tax Matters Member. The Members shall designate a Member to be the
Company's tax matters Member ("Tax Matters Member"). The Tax Matters Member
shall have all powers and responsibilities provided in Code Section 6221, et
seq. The Tax Matters Member shall keep all Members informed of all notices from
government taxing authorities which may come to the attention of the Tax
Matters Member. The Company shall pay and be responsible for all reasonable
third-party costs and expenses incurred by the Tax Matters Member in performing
those duties. A Member shall be responsible for any costs incurred by the
Member with respect to any tax audit or tax-related administrative or judicial
proceeding against any Member, even though it relates to the Company. The Tax
Matters Member shall not compromise any dispute with the Internal Revenue
Service without the approval of the Members.

                                   Article IX
                               General Provisions

     9.1. Assurances.    Each Member shall execute all certificates and other
documents and shall do all such filing, recording, publishing, and other acts
as the Members deem appropriate to comply with the requirements of law for the
formation and operation of the Company and to comply with any laws, rules, and
regulations relating to the acquisition, operation, or holding of the property
of the Company.

     9.2. Notifications. Any notice, demand, consent, election, offer, approval,
request, or other communication (collectively a "notice") required or permitted
under this Agreement must be in writing and either delivered personally or sent
by certified or registered mail, postage prepaid, return receipt requested or by
facsimile transmission, provided receipt of facsimile transmission is actually
acknowledged by the Member or Member's agent. A notice must be addressed to a
Member at the Member's last known address on the records of the Company. A
notice to the Company must be addressed to the Company's principal office. A
notice that is sent by mail will be deemed given three (3) business days after
it is mailed. Any party may designate, by notice to all of the others,
substitute addresses or addressees for notices; and, thereafter, notices are to
be directed to those substitute addresses or addressees. A notice sent by
facsimile is deemed given when receipt is acknowledged.

                                       14


     9.3. Specific Performance. The parties recognize that irreparable injury
will result from a breach of any provision of this Agreement and that money
damages will be inadequate to fully remedy the injury. Accordingly, in the event
of a breach or threatened breach of one or more of the provisions of this
Agreement, any party who may be injured (in addition to any other remedies which
may be available to that party) shall be entitled to one or more preliminary or
permanent orders (i) restraining and enjoining any act which would constitute a
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

     9.4. Complete Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement among the Members with respect to the
subject matter thereof. It supersedes all prior written and oral statements,
including any prior representation, statement, condition, or warranty.

     9.5. Applicable Law. All questions concerning the construction, validity,
and interpretation of this Agreement and the performance of the obligations
imposed by this Agreement shall be governed by the internal law, not the law of
conflicts, of the State of New York.

     9.6. Article and Section Titles. The headings herein are inserted as a
matter of convenience only and do not define, limit, or describe the scope of
this Agreement or the intent of the provisions hereof.

     9.7. Binding Provisions. This Agreement is binding upon, and inures to the
benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors, and permitted
assigns.

     9.8. Exclusive Jurisdiction and Venue. Any suit involving any dispute or
matter arising under this Agreement or relating to the organization or operation
of the Company may only be brought in a United States District Court located in
the State of New York or any New York State Court having jurisdiction over the
subject matter of the dispute or matter. All Members hereby consent to the
exercise of personal jurisdiction by any such court with respect to any such
proceeding and waive any objection.

     9.9. Terms. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular, and plural, as the identity of the Person
may in the context require.

     9.10. Separability of Provisions. Each provision of this Agreement shall be
considered separable; and if, for any reason, any provision or provisions herein
are determined to be invalid and contrary to any existing or future law, such
invalidity shall not

impair the operation of or affect those portions of this Agreement which are
valid.

     9.11. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of
which, when taken together, constitute one and the same document. The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

     IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to
be executed as of the date set forth above.

MEMBERS:

WEST VILLAGE GYM AT THE ARCHIVES LLC

/s/ DOUG LEVINE
- --------------------
Doug Levine,
President

/s/ GREG MANOCHERIAN
- --------------------
Greg Manocherian,
Secretary



                                       16

                      WEST VILLAGE GYM AT THE ARCHIVES LLC
                              Operating Agreement

                                   Exhibit A
                        List of Members and Percentages

Name and Address                               Percentage

West Village Gym at the Archives                  100%
88 University Place, 11th Floor
New York, New York 10003
Attn: Doug Levine






                                       17

EX-5.1

                                                                               .
                                                                               .
                                                                               .
                                                                     Exhibit 5.1

                                                          
                                                             Sears Tower, Suite 5800
                                                             233 S. Wacker Dr.
                                                             Chicago, Illinois  60606
                                                             Tel: (312) 876-7700  Fax: (312) 993-9767
                                                             www.lw.com

[LATHAM & WATKINS LLP LOGO]                                  FIRM / AFFILIATE OFFICES
                                                             Boston        New Jersey
                                                             Brussels      New York
                                                             Chicago       Northern Virginia
September 30, 2003                                           Frankfurt     Orange County
                                                             Hamburg       Paris
                                                             Hong Kong     San Diego
                                                             London        San Francisco
                                                             Los Angeles   Silicon Valley
Bally Total Fitness Holding Corporation                      Milan         Singapore
8700 West Bryn Mawr Avenue                                   Moscow        Tokyo
Chicago, Illinois 60631                                                    Washington, D.C.






     Re:  Registration Statement for $235,000,000 Aggregate Principal Amount of
          10 1/2% Senior Notes due 2011 and Related Guarantees

Ladies and Gentlemen

         In connection with the registration by Bally Total Fitness Holding
Corporation, a Delaware corporation (the "COMPANY"), under the Securities Act of
1933, as amended, on Form S-4 filed with the Securities and Exchange Commission
on September 30, 2003 (the "REGISTRATION STATEMENT"), of $235,000,000 10 1/2%
Senior Notes due 2011 (the "EXCHANGE NOTES") and the guarantees of the Exchange
Notes (the "GUARANTEES") by the guarantors listed on Schedule 1 attached hereto
(the "GUARANTORS"), to be issued under an Indenture dated as of July 2, 2003
(the "INDENTURE") among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "TRUSTEE"), you have requested our opinion set
forth below. The Exchange Notes will be issued in exchange for the Company's
outstanding 10 1/2% Senior Notes due 2011 (the "PRIVATE NOTES") on the terms set
forth in the prospectus contained in the Registration Statement and Transmittal
Letter filed as an exhibit thereto (the "EXCHANGE OFFER").

         We are familiar with the proceedings taken by the Company in connection
with the authorization of the Indenture and the Exchange Notes. In addition, we
have examined such matters of fact and questions of law as we have considered
appropriate for purposes of this letter.

         We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of New York and the General Corporation Law of
the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any local agencies within any state. Various
issues concerning the Guarantors are addressed in the opinion of Cary A. Gaan,
Senior Vice President, General Counsel and Secretary of the Company, of even
date herewith, which has separately been provided to you, and we express no
opinion with respect to those matters.

         Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:




Bally Total Fitness Holding Corporation
September 30, 2003
Page 2

[LATHAM & WATKINS LLP LOGO]

     (1)  The Indenture has been duly authorized by all necessary corporate
action of the Company, has been duly executed and delivered by the Company, and
is a legally valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms.

     (2)  The Indenture is a legally valid and binding obligation of the
Guarantors, enforceable against the Guarantors in accordance with its terms.

     (3)  The Exchange Notes to be exchanged for the Private Notes pursuant to
the Exchange Offer have been duly authorized by all necessary corporate action
of the Company and, when executed, issued, authenticated and delivered by or on
behalf of the Company against payment therefor in accordance with the Indenture
in the manner contemplated by the Registration Statement, will be legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms.

     (4)  The notation of Guarantee to be endorsed on the Exchange Notes, when
executed and delivered in accordance with the terms of the Indenture (assuming
the due execution, issue and authentication of the Exchange Notes in accordance
with the terms of the Indenture and delivery and payment therefor in the manner
contemplated by the Registration Statement), will be a legally valid and binding
obligation of each of the Guarantors, enforceable against each of the Guarantors
in accordance with its terms.

     The opinions rendered in paragraphs 1 through 4 above relating to the
enforceability of the Indenture, the Exchange Notes and the Guarantees are
subject to the following exceptions, limitations and qualifications: (i) the
effect of bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors; (ii) the effect of general principals of equity, whether
enforcement is considered in a proceeding in equity or at law (including the
possible unavailability of specific performance or injunctive relief), concepts
of materiality, reasonableness, good faith and fair dealing, and the discretion
of the court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy; and (iv) we express no opinion concerning the enforceability of
the waiver of rights or defenses contained in Section 5.15 of the Indenture.

     With your consent, we have assumed for purposes of this opinion that each
of the parties to the Indenture, the Exchange Notes and the Guarantees
(collectively the "OPERATIVE DOCUMENTS") other than the Company (a) is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (b) has the requisite power and authority to
execute and deliver and to perform its obligations under each of the Operative
Documents to which it is a party; and (c) has duly authorized, executed and
delivered each such Operative Document. We have also assumed for purposes of
this



                                       2


Bally Total Fitness Holding Corporation
September 30, 2003
Page 3

[LATHAM & WATKINS LLP LOGO]

opinion that the Trustee is in compliance, generally and with respect to
acting as trustee under the Indenture, with all applicable laws and regulations,
and that the Indenture constitutes a legally valid and binding agreement of the
Trustee, enforceable against the Trustee in accordance with its terms.

     We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters".


                                      Very truly yours,























                                       3




                                   SCHEDULE 1

                                   GUARANTORS

59th Street Gym, LLC
708 Gym, LLC
Ace LLC
Bally Fitness Franchising, Inc.
Bally Franchise RSC, Inc.
Bally Franchising Holdings, Inc.
Bally Total Fitness Clinics, Inc.
Bally Total Fitness Corporation
Bally Total Fitness International, Inc.
Bally Total Fitness of Missouri, Inc.
Bally Total Fitness of Toledo, Inc.
BFIT Rehabilitation Services, Inc.
BFIT Rehab of Boca Raton, Inc.
BFIT Rehab of Kendall, Inc.
BFIT Rehab of West Palm Beach, Inc.
Connecticut Coast Fitness Centers, Inc.
Connecticut Valley Fitness Centers, Inc.
Crunch LA LLC
Crunch World LLC
Flambe LLC
Greater Philly No. 1 Holding Company
Greater Philly No. 2 Holding Company
Health & Tennis Corporation of New York
Holiday Health Clubs of the East Coast, Inc.
Holiday Health & Fitness Centers of New York, Inc.
Holiday Health Clubs and Fitness Centers, Inc.
Holiday Health Clubs of the Southeast, Inc.
Holiday/Southeast Holding Corp.
Holiday Spa Health Clubs of California
Holiday Universal, Inc.
Crunch Fitness International, Inc.
Jack La Lanne Fitness Centers, Inc.
Jack La Lanne Holding Corp.
Manhattan Sports Club, Inc.
Mission Impossible, LLC
New Fitness Holding Co., Inc.
Nycon Holding Co., Inc.
Physical Fitness Centers of Philadelphia, Inc.
PowerFlex Corporation
Providence Fitness Centers, Inc.
Rhode Island Holding Company
Scandinavian Health Spa, Inc.
Scandinavian US Swim & Fitness, Inc.



                                       4


Soho Ho LLC
Sportslife, Inc.
Sportslife Gwinnett, Inc.
Sportslife Roswell, Inc.
Sportslife Stone Mountain, Inc.
Sportslife Town Center II, Inc.
Tidelands Holiday Health Clubs, Inc.
U.S. Health, Inc.
West Village Gym at the Archives LLC




























                                       5

EX-5.2

                                                                     EXHIBIT 5.2

                     BALLY TOTAL FITNESS HOLDING CORPORATION
                           8700 West Bryn Mawr Avenue
                             Chicago, Illinois 60631


                               September 30, 2003


Bally Total Fitness Holding Corporation
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631


     Re:  Registration Statement for $235,000,000 Aggregate Principal Amount of
          10 1/2% Senior Notes due 2011 and Related Guarantees


Ladies and Gentlemen:

     In connection with the registration by Bally Total Fitness Holding
Corporation, a Delaware corporation (the "COMPANY"), under the Securities Act of
1933, as amended, on Form S-4 filed with the Securities and Exchange Commission
on September 30, 2003 (the "REGISTRATION STATEMENT"), of $235,000,000 10 1/2%
Senior Notes due 2011 (the "EXCHANGE NOTES") and the guarantees of the Exchange
Notes (the "GUARANTEES") by the guarantors listed on Schedule 1 attached hereto
(the "GUARANTORS"), to be issued under an Indenture dated as of July 2, 2003
(the "INDENTURE") among the Company, the Guarantors and U.S. Bank National
Association, as trustee, you have requested my opinion set forth below. The
Exchange Notes will be issued in exchange for the Company's outstanding 10 1/2%
Senior Notes due 2011 (the "PRIVATE NOTES") on the terms set forth in the
prospectus contained in the Registration Statement and Transmittal Letter filed
as an exhibit thereto (the "EXCHANGE OFFER").

     In my capacity as Senior Vice President, General Counsel and Secretary of
the Company, I am familiar with the proceedings taken by the Guarantors in
connection with the authorization of the Indenture and the Guarantees. In
addition, I have examined such matters of fact and questions of law as I have
considered appropriate for purposes of this letter.

     Various issues concerning the Indenture, the Exchange Notes and the
Guarantees are addressed in the opinion of Latham & Watkins LLP of even date
herewith, which has been separately provided to you, and I express no opinion
with respect to those matters.

     Subject to the foregoing and the other matters set forth herein, it is my
opinion that, as of the date hereof:


     (1)  The Indenture has been duly authorized by all necessary corporate or
limited liability company (as applicable) action of each of the Guarantors, and
has been duly executed and delivered by each of the Guarantors.

     (2)  The notation of Guarantee of each of the Guarantors to be endorsed on
the Exchange Notes to be exchanged for the Private Notes pursuant to the
Exchange Offer has been duly authorized by all necessary corporate or limited
liability company (as applicable) action of each of the Guarantors.

     I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to my name contained under the heading "Legal
Matters".


                                     Very truly yours,




                                     Cary A. Gaan
                                     Senior Vice President, General Counsel
                                     and Secretary




                                       2

                                   SCHEDULE 1

                                   GUARANTORS

59th Street Gym, LLC
708 Gym, LLC
Ace LLC
Bally Fitness Franchising, Inc.
Bally Franchise RSC, Inc.
Bally Franchising Holdings, Inc.
Bally Total Fitness Clinics, Inc.
Bally Total Fitness Corporation
Bally Total Fitness International, Inc.
Bally Total Fitness of Missouri, Inc.
Bally Total Fitness of Toledo, Inc.
BFIT Rehabilitation Services, Inc.
BFIT Rehab of Boca Raton, Inc.
BFIT Rehab of Kendall, Inc.
BFIT Rehab of West Palm Beach, Inc.
Connecticut Coast Fitness Centers, Inc.
Connecticut Valley Fitness Centers, Inc.
Crunch LA LLC
Crunch World LLC
Flambe LLC
Greater Philly No. 1 Holding Company
Greater Philly No. 2 Holding Company
Health & Tennis Corporation of New York
Holiday Health Clubs of the East Coast, Inc.
Holiday Health & Fitness Centers of New York, Inc.
Holiday Health Clubs and Fitness Centers, Inc.
Holiday Health Clubs of the Southeast, Inc.
Holiday/Southeast Holding Corp.
Holiday Spa Health Clubs of California
Holiday Universal, Inc.
Crunch Fitness International, Inc.
Jack La Lanne Fitness Centers, Inc.
Jack La Lanne Holding Corp.
Manhattan Sports Club, Inc.
Mission Impossible, LLC
New Fitness Holding Co., Inc.
Nycon Holding Co., Inc.
Physical Fitness Centers of Philadelphia, Inc.
PowerFlex Corporation
Providence Fitness Centers, Inc.
Rhode Island Holding Company
Scandinavian Health Spa, Inc.
Scandinavian US Swim & Fitness, Inc.


                                       3


Soho Ho LLC
Sportslife, Inc.
Sportslife Gwinnett, Inc.
Sportslife Roswell, Inc.
Sportslife Stone Mountain, Inc.
Sportslife Town Center II, Inc.
Tidelands Holiday Health Clubs, Inc.
U.S. Health, Inc.
West Village Gym at the Archives LLC






















                                       4

EX-12

                                                                      EXHIBIT 12

         STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

                        BALLY TOTAL FITNESS HOLDING CORP
                       RATIO OF EARNINGS TO FIXED CHARGES
                                  (IN MILLIONS)



                                                                                                    Six months
                                           1998       1999       2000       2001       2002      6/30/02  6/30/03
                                          -------    -------    -------    -------    -------    -------  -------
                                                                                     
EARNINGS

Add:  Pretax income from continuing
         operations                       $  13.8    $  43.3    $  59.6    $  69.2    $   0.8    $  41.9  $  26.0
      Fixed charges                          73.2       86.6      102.4      101.0      101.9       51.4     51.0
      Amort of capitalized interest           0.2        0.4        0.6        0.8        1.0        0.4      0.6

Less:  Interest capitalized                   0.5        1.4        3.9        4.0        2.9        1.8      0.5
                                          -------    -------    -------    -------    -------    -------  -------

Earnings                                  $  86.7    $ 128.9    $ 158.7    $ 167.0    $ 100.8    $  91.9  $  77.1
                                          =======    =======    =======    =======    =======    =======  =======

FIXED CHARGES

Interest expense                          $  41.5    $  52.4    $  62.1    $  58.8    $  55.5    $  28.2  $  27.9
Interest capitalized                          0.5        1.4        3.9        4.0        2.9        1.8      0.5
Interest in rent expense (a)                 31.2       32.8       36.4       38.2       43.5       21.4     22.6
                                          -------    -------    -------    -------    -------    -------  -------

Total fixed charges                       $  73.2    $  86.6    $ 102.4    $ 101.0    $ 101.9    $  51.4  $  51.0
                                          =======    =======    =======    =======    =======    =======  =======

Earnings to fixed charge ratio                1.2        1.5        1.5        1.7        1.0        1.8      1.5


(a) estimated at one-third of rent expense

EX-21

                                                                               .
                                                                               .
                                                                               .

                                                                      EXHIBIT 21

                     BALLY TOTAL FITNESS HOLDING CORPORATION
                              LIST OF SUBSIDIARIES



                                                                                                PLACE OF
                                                                                             INCORPORATION
                                                                                            ---------------
                                                                                         
Bally Total Fitness Holding Corporation                                                     Delaware
   Bally Total Fitness Corporation                                                          Delaware
      Nycon Holding Co., Inc. (a)                                                           New York
         Rhode Island Holding Co. (b)                                                       Rhode Island
            Providence Fitness Centers, Inc. (c)                                            Rhode Island
         New Fitness Holding Co., Inc. (d)                                                  New York
            Holiday Health & Fitness Centers of New York, Inc. (e)                          New York
            Connecticut Valley Fitness Centers, Inc. (f)                                    Connecticut
            Connecticut Coast Fitness Centers, Inc. (g)                                     Connecticut
      Scandinavian Health Spa, Inc.                                                         Ohio
         Scandinavian U. S. Swim & Fitness, Inc.                                            Ohio
      H & T Receivable Funding Corporation                                                  Delaware
      Powerflex Corporation                                                                 Delaware
      Greater Philly No. 1 Holding Company (h)                                              Pennsylvania
      Greater Philly No. 2 Holding Company (i)                                              Pennsylvania
         Physical Fitness Centers of Philadelphia, Inc. (j)                                 Pennsylvania
      Holiday Spa Health Clubs of California                                                California
      Bally Total Fitness of Toledo, Inc.                                                   Ohio
      Health & Tennis Corporation of New York, Inc.                                         Delaware
      U.S. Health, Inc.                                                                     Delaware
         Holiday Universal, Inc.                                                            Delaware
            Bally Real Estate I LLC.                                                        Delaware
            Bally Real Estate II LLC.                                                       Delaware
         Holiday Health Clubs of the East Coast, Inc. (k)                                   Delaware
            Holiday/Southeast Holding Corp. (l)                                             Delaware
               Tidelands Holiday Health Clubs, Inc. (m)                                     Virginia
               Holiday Health Clubs of the Southeast, Inc. (m)                              South Carolina
      Holiday Health Clubs and Fitness Centers, Inc.                                        Colorado
      Jack LaLanne Holding Corp.                                                            New York
         Jack LaLanne Fitness Centers, Inc.                                                 New York
         Manhattan Sports Club, Inc.                                                        New York
      Bally Total Fitness International, Inc.                                               Michigan
         Bally Real Estate IV LLC.                                                          Delaware
      Bally Total Fitness of Missouri, Inc.                                                 Missouri
      Bally's Fitness & Racquet Clubs, Inc.                                                 Florida
      BFIT Rehabilitation Services, Inc.                                                    Delaware
         BFIT Rehab of West Palm Beach, Inc.                                                Florida
         BFIT Rehab of Boca Raton, Inc.                                                     Florida
         BFIT Rehab of Kendall, Inc.                                                        Florida
      Bally Ara Corporation                                                                 Delaware
      Bally Real Estate III LLC.                                                            Delaware
      Bally Matrix Fitness Center, Ltd. (n)                                                 Ontario, Canada
         BTF Canada Corporation                                                             Ontario, Canada
      BTF Holding (Alberta) Corp.                                                           Alberta, Canada
      BTF Europe Corporation                                                                Delaware
         Bally-Holmes Place, S.L. (o)                                                       Spain
            BTF/HP LLC.                                                                     Delaware
   BSPS, LLC.                                                                               Delaware
   Bally Franchising Holdings, Inc.                                                         Illinois
      Bally Fitness Franchising, Inc.                                                       Illinois




                                                                                         
      Bally Franchise RSC, Inc.                                                             Illinois
   Lincoln Indemnity Company                                                                Vermont
   BTFCC, INC.                                                                              Delaware
      BTFF Corporation                                                                      Delaware
         BTF Indianapolis Corporation                                                       Delaware
         BTF Cincinnati Corporation                                                         Delaware
         BTF Minneapolis Corporation                                                        Delaware
      E Fit.COM Incorporated                                                                Delaware
      BTF PA Corporation                                                                    Delaware
         BTF PA LLC.                                                                        Delaware
   Bally Total Fitness Clinics, Inc.                                                        Delaware
      KR/BTF, LLC. (p)                                                                      Delaware
   Crunch Fitness International, Inc.                                                       Delaware
      Sportslife, Inc.                                                                      Georgia
         Sportslife Roswell, Inc.                                                           Georgia
         Sportslife Gwinnett, Inc.                                                          Georgia
         Sportslife Town Center II, Inc.                                                    Georgia
         Sportslife Stone Mountain, Inc.                                                    Georgia
      Mission Impossible, LLC                                                               California
      Crunch LA LLC.                                                                        New York
      708 Gym LLC.                                                                          New York
      West Village Gym at the Archives, LLC.                                                New York
      Crunch World LLC.                                                                     New York
      Flambe LLC.                                                                           New York
      59TH Street Gym LLC.                                                                  New York
      Ace LLC.                                                                              New York
      Soho Ho LLC                                                                           New York



NOTES:

Subsidiaries of subsidiary companies are indented and follow the respective
companies by which they are controlled. With the exception of the following,
percentage of ownership is 100%.

     a.  85% of outstanding stock owned by Bally Total Fitness Corporation.

     b.  80% of outstanding stock owned by Nycon Holding Co., Inc., 7.5% owned
         by Bally Total Fitness Corporation and 7.5% Bally Total Fitness Holding
         Corporation.

     c.  80% of outstanding stock owned by Rhode Island Holding Co. and 20%
         owned by Bally Total Fitness Corporation.

     d.  80% of outstanding stock owned by Nycon Holding Co., Inc. and 13.5%
         owned by Bally Total Fitness Corporation.

     e.  80% of outstanding stock owned by New Fitness Holding Co., Inc., 3%
         owned by Bally Total Fitness Corporation and 10% owned by Bally Total
         Fitness Holding Corporation.

     f.  80% of outstanding stock owned by New Fitness Holding Co., Inc. and 7%
         owned by Bally Total Fitness Corporation.

     g.  80% of outstanding stock owned by New Fitness Holding Co., Inc. and 18%
         owned by Bally Total Fitness Corporation.

     h.  80% of outstanding stock owned by Bally Total Fitness Corporation and
         5% owned by Bally Total Fitness Holding Corporation.

     i.  80% of outstanding stock owned by Greater Philly No. 1 Holding Company
         and 20% owned by Bally Total Fitness Corporation.

     j.  80% of outstanding stock owned by Greater Philly No. 2 Holding Company
         and 20% owned by Bally Total Fitness Corporation.

     k.  50% of outstanding stock owned by U.S. Health, Inc. and 50% owned by
         Bally Total Fitness Corporation.

     l.  80% of outstanding stock owned by Holiday Health Clubs of the East
         Coast, Inc. and 20% owned by Bally Total Fitness Corporation.

     m.  80% of outstanding stock owned by Holiday/Southeast Holding Corp. and
         20% owned by Bally Total Fitness Corporation.

     n.  88.55% of outstanding stock owned by Bally Total Fitness Corporation
         and 2.93% owned by Bally Total Fitness Holding Corporation.

     o.  50% of outstanding stock owned by BTF Europe Corporation.

     p.  50% of outstanding stock owned by Bally Total Fitness Clinics, Inc.

EX-23.1

                                                                    EXHIBIT 23.1



                        CONSENT OF INDEPENDENT AUDITORS

     We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 12, 2003, except for Note "Condensed
Consolidating Financial Statements" as to which the date is June 26, 2003 and
Note "Subsequent Events" as to which the date is August 12, 2003, in the
Registration Statement (Form S-4) and in the related Prospectus of Bally Total
Fitness Holding Corporation for the registration of $235 million of 10 1/2%
Senior Notes due 2011.


ERNST & YOUNG LLP

Chicago, Illinois
September 29, 2003

EX-25

                                                                      EXHIBIT 25

 ===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

         60 Livingston Avenue
         St. Paul, Minnesota                              55107
- ----------------------------------------    ------------------------------------
(Address of principal executive offices)                (Zip Code)

                                Richard Prokosch
                         U.S. Bank National Association
                              60 Livingston Avenue
                               St. Paul, MN 55107
                                 (651) 495-3918
            (Name, address and telephone number of agent for service)

                     Bally Total Fitness Holding Corporation
                     (Issuer with respect to the Securities)

              Delaware                                  36-3228107
- -------------------------------------    ---------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

      8700 West Bryn Mawr Avenue
          Chicago, Illinois                                60631
- ----------------------------------------   -------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

                          10.50% SENIOR NOTES DUE 2011
                       (TITLE OF THE INDENTURE SECURITIES)

 ===============================================================================



                                    FORM T-1

ITEM 1.      GENERAL INFORMATION.  Furnish the following information as to the
               Trustee.

                a)   Name and address of each examining or supervising authority
                     to which it is subject.
                           Comptroller of the Currency
                           Washington, D.C.

                b)   Whether it is authorized to exercise corporate trust
                     powers.
                           Yes

ITEM 2.      AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
               Trustee, describe each such affiliation.
                    None

ITEMS 3-15          Items 3-15 are not applicable because to the best of the
                    Trustee's knowledge, the obligor is not in default under any
                    Indenture for which the Trustee acts as Trustee.

ITEM 16.     LIST OF EXHIBITS:  List below all exhibits filed as a part of this
               statement of eligibility and qualification.

             1.  A copy of the Articles of Association of the Trustee.*

             2.  A copy of the certificate of authority of the Trustee to
                 commence business.*

             3.  A copy of the certificate of authority of the Trustee to
                 exercise corporate trust powers.*

             4.  A copy of the existing bylaws of the Trustee.*

             5.  A copy of each Indenture referred to in Item 4. Not applicable.

             6.  The consent of the Trustee required by Section 321(b) of the
                 Trust Indenture Act of 1939, attached as Exhibit 6.

             7.  Report of Condition of the Trustee as of June 30, 2003,
                 published pursuant to law or the requirements of its
                 supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.



                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of St. Paul, State of Minnesota on the 11th day of September, 2003.

                         U.S. BANK NATIONAL ASSOCIATION

                         By:   /s/ Richard Prokosch
                               --------------------------------------------
                               Richard Prokosch
                               Vice President

                         By:   /s/ Benjamin J. Kreuger
                               -----------------------------------
                               Benjamin J. Kreuger
                               Trust Officer

                                                                       EXHIBIT 6

                                     CONSENT

         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  September 11, 2003

                                  U.S. BANK NATIONAL ASSOCIATION

                                  By:      /s/ Richard Prokosch
                                           -------------------------------------
                                           Richard Prokosch
                                           Vice President

                                  By:      /s/ Benjamin J. Kreuger
                                           --------------------------------
                                           Benjamin J. Kreuger
                                           Trust Officer

                                                                       EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 As of 6/30/2003

                                    ($000'S)



                                                     6/30/2003
                                                    ------------
                                                 
ASSETS
     Cash and Due From Depository Institutions      $ 11,987,100
     Federal Reserve Stock                                     0
     Securities                                       35,336,411
     Federal Funds                                     4,955,134
     Loans & Lease Financing Receivables             118,648,100
     Fixed Assets                                      1,864,465
     Intangible Assets                                 9,999,520
     Other Assets                                      8,735,830
                                                    ------------
         TOTAL ASSETS                               $191,526,560

LIABILITIES
     Deposits                                       $132,461,590
     Fed Funds                                         5,061,915
     Treasury Demand Notes                                     0
     Trading Liabilities                                 303,140
     Other Borrowed Money                             20,320,775
     Acceptances                                         150,586
     Subordinated Notes and Debentures                 6,326,523
     Other Liabilities                                 5,864,946
                                                    ------------
     TOTAL LIABILITIES                              $170,489,475

EQUITY
     Minority Interest in Subsidiaries              $    999,216
     Common and Preferred Stock                           18,200
     Surplus                                          11,015,123
     Undivided Profits                                 9,004,546
                                                    ------------
         TOTAL EQUITY CAPITAL                       $ 21,037,085

TOTAL LIABILITIES AND EQUITY CAPITAL                $191,526,560


To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By:      /s/ Richard Prokosch
         -------------------------------
         Vice President

Date:  September 11, 2003