BALLY TOTAL FITNESS HOLDING CORP
EXHIBIT 10.28 - 12/31/2002 FORM 10-K
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<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>ex10_28-123102.htm
<DESCRIPTION>EXHIBIT 10.28 - 12/31/2002 FORM 10-K
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<TITLE> EXHIBIT 10.28 - 12/31/2001 FORM 10-K
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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 10.28</FONT></P>


<CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><U><B>EMPLOYMENT AGREEMENT</B></U></FONT></CENTER>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
THIS EMPLOYMENT AGREEMENT is entered into between Bally Total Fitness Holding
Corporation, a Delaware corporation (the &#147;<U>Company</U>&#148;), and Paul
A. Toback (the &#147;<U>Executive</U>&#148;) dated as of January 1, 2003
(&#147;<U>Effective Date</U>&#148;). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
WHEREAS, the Executive is employed by the Company as Executive Vice President
and Chief Operating Officer pursuant to an employment agreement dated as of
January 1, 2000 (&#147;<U>Prior Agreement</U>&#148;); and </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
WHEREAS, the Company and Executive desire to enter into an agreement in
connection with Executive&#146;s employment as President and Chief Executive
Officer with the Company.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
NOW, THEREFORE, IT IS HEREBY AGREED:</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Employment Period</U>. The Company agrees to employ the Executive, and the
Executive hereby agrees to be employed by the Company, subject to the terms and
conditions of this Agreement, for the initial period commencing on the Effective
Date and ending on 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 (an &#147;<U>Expiration Notice</U>&#148;) to the other party
(in the manner provided in Section 4(a)(iii)) 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 initial employment period as so extended is the
&#147;<U>Employment Period</U>&#148;).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Position and Duties</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During the Employment Period:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;the Executive shall serve as the President and Chief Executive
Officer of the Company with such authority, duties and responsibilities as are
commensurate with such position for the Company and reporting directly to the
Board of Directors of the Company, and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;the Executive&#146;s services shall be performed at the
Company&#146;s principal office at Chicago, Illinois, except for periods of
reasonable business travel.</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During the Employment Period, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive agrees to devote
substantially all of his attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive, to use the Executive&#146;s
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period, Executive may engage in the
following activities:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;to serve on corporate, civic or charitable boards or committees,
provided however, if the Executive desires to serve on the Board of Directors of
any for profit company, the Executive will need the prior approval of the Board
of Directors of the Company.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;to deliver lectures, fulfill speaking engagements or teach at
educational institutions; and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;to manage personal investments;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>provided</U> that such
activities do not significantly interfere with the performance of the
Executive&#146;s responsibilities as an employee of the Company under this
Agreement. </FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Compensation</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Base Salary</U>. During the Employment Period, the Executive shall receive an
annual base salary (&#147;<U>Annual Base Salary</U>&#148;) in the gross amount of Four
Hundred Seventy Five Thousand dollars ($475,000), payable in accordance with the
normal payroll practices of the Company. During the Employment Period, at least
annually, the Annual Base Salary shall be reviewed and may be increased (but not
decreased). After any such increase, the term &#147;Annual Base Salary&#148; shall refer
to Annual Base Salary as so increased.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Annual Bonus</U>. For each calendar year completed during the Employment
Period, the Executive shall be eligible to receive an annual cash bonus
(&#147;<U>Annual Bonus</U>&#148;) based upon the attainment of performance targets that
are established by the Board, <U>provided</U> that the Executive shall have a
target Annual Bonus of at least 70% of his Annual Base Salary.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Incentive Awards</U>. The Executive shall be eligible for annual equity
awards under the Company&#146;s 1996 Long-Term Incentive Plan (and any successor
long-term incentive plan) (&#147;<U>Incentive Plan</U>&#148;) during the Employment Period
as determined by the Board or duly authorized Committee of the Board.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Benefits</U>. During the Employment Period, the Executive shall be entitled
to participate in all employee pension (defined contribution), welfare,
perquisite (including any automobile allowance, executive health benefits and
executive long-term disability benefits), fringe benefit, and other benefit
plans, practices, policies and programs generally applicable to the most senior
executives of the Company that may be established or maintained by the Company
during the Employment Period.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Expenses</U>. During the Employment Period, the Executive shall be entitled
to receive prompt reimbursement for all expenses incurred by the Executive in
connection with his employment, in accordance with the Company&#146;s policies
for its most senior employees.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Vacation</U>. During the Employment Period, the Executive shall be entitled
to paid vacation in accordance with the plans, policies, programs and practices
of the Company as in effect with respect to the senior executives of the
Company.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination of Employment</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Definitions</U>. The following definitions of terms shall apply for all
purposes under this Agreement:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; &#147;<U>Accrued Obligations</U>&#148; means: (A) the Executive&#146;s Annual
Base Salary through the Date of Termination to the extent unpaid, (B) any Annual
Bonus or long-term incentive bonus that is earned for the last completed
calendar year prior to the Date of Termination to the extent unpaid (and,
anything in this Agreement to the contrary notwithstanding, such Annual Bonus
shall be payable at such time as any such annual bonuses are paid to other
senior executives of the Company), (C) any accrued and unused vacation, and (D)
any unreimbursed expenses incurred prior to the Date of Termination and due
pursuant to Section 3(e).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; &#147;<U>Cause</U>&#148; means:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive&#146;s fraud or dishonesty;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the willful and continued failure of the Executive
to perform substantially the Executive&#146;s duties with the Company or one of
its affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board, which specifically identifies the
manner in which the Board believes that the Executive has not substantially
performed the Executive&#146;s duties;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Company or its affiliates;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive&#146;s conviction (including a plea of
nolo contendere) of a felony or of a crime involving moral turpitude;
or</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive&#146;s material breach of any material
provision of this Agreement.</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; A &#147;<U>Notice of Termination</U>&#148; means a written notice given in
accordance with Section 10(b) of this Agreement which:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;indicates the specific termination provision in
this Agreement relied upon;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive&#146;s employment under the provision so indicated; and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if the Date of Termination is other than the date
of receipt of such notice, specifies the Termination Date.</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The failure by the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Cause shall not waive any right
of the Company or preclude the Company from asserting such fact or circumstance
in enforcing the Company&#146;s rights under this Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; &#147;<U>Other Benefits</U>&#148; means amounts or benefits due Executive,
other than as specifically provided under this Section 4, under any plan,
program, policy or practice of the Company and its affiliates in which he
participates that are accrued and unpaid (or provided) through the Date of
Termination in accordance with the terms and normal procedures of each such
plan, program, policy or practice. As used in this Agreement, the terms
&#147;<U>affiliated companies</U>&#148; and &#147;<U>affiliates</U>&#148; shall include any company
controlled by, controlling or under common control with the Company.</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Death or Disability</U>.</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; The Executive&#146;s employment shall terminate upon the
Executive&#146;s death (which shall be the Date of Termination). If the Company
determines in good faith that Executive is Disabled (as defined below) during
the Employment Period, then the Company may give to Executive a Notice of
Termination terminating Executive&#146;s employment as of the 30th day after his
receipt of such notice (which shall be the Date of Termination).
Executive&#146;s &#147;<U>Disability</U>&#148; means the absence of the Executive from the
Executive&#146;s duties with the Company on a full-time basis for 180 days in
any 365 day period as a result of incapacity due to mental or physical illness
or injury which is determined to be total and permanent by a physician selected
by the Company or its insurers and reasonably acceptable to the Executive or the
Executive&#146;s legal representative.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; If Executive&#146;s employment terminates due to his death or
Disability during the Employment Period, the Company shall have no further
obligation to Executive after the Date of Termination other than:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to pay or provide Executive&#146;s Accrued
Obligations and Other Benefits (including, without limitation, any life
insurance or long-term disability benefits);</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Company&#146;s obligation to indemnify the
Executive pursuant to Section 8; and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Company shall reimburse the Executive (or his
other qualified beneficiaries under COBRA, as the case may be) for premiums for
COBRA health care continuation coverage incurred by the Executive (and
Executive&#146;s other qualified beneficiaries) for the duration of the COBRA
health care coverage continuation period.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Accrued Obligations shall
be paid to the Executive&#146;s estate or beneficiary, as applicable, in a lump
sum in cash within 30 days of the Date of Termination. </FONT></P>
</UL>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Cause; Expiration of Employment Period</U>. If the Company terminates
Executive&#146;s employment for Cause, or Executive&#146;s employment terminates
pursuant to an Expiration Notice duly given by either Executive or the Company
under Section 1, then the Company shall have no further obligation to Executive
after the Date of Termination other than:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; to pay or provide Executive&#146;s Accrued Obligations and Other
Benefits;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; the Company&#146;s obligation to indemnify Executive to the extent
provided pursuant to Section 8; and</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Change of Control</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Change of Control Definition</U>. A &#147;<U>Change of Control</U>&#148; shall, except
as provided below, mean a Change of Control of the Company of a nature that
would be required to be reported in response to Item 6(e) of <U>Schedule</U> 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934 (as in
effect on the Effective Date), whether or not the Company is then subject to
such reporting requirement; <U>provided</U> that, without limitation, such a
Change of Control shall be deemed to have occurred if:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; any &#147;person&#148; (as defined in subsections 13(d) and 14(d) of the
Exchange Act), is or becomes the &#147;beneficial owner&#148; (as defined in Rule 13d-3
under the Exchange Act), of securities of the Company representing twenty
percent (20%) or more of the combined voting power of the Company&#146;s then
outstanding securities;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; during any period of two consecutive years or less (not including
any period prior to the Effective Date of this Agreement) there shall cease to
be a majority of the Board of Directors of the Company comprised of Continuing
Directors (as defined below); or</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; the stockholders of the Company approve (A) a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or (B) a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of its assets.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; Notwithstanding anything else contained herein to the contrary, the
acquisition of the Company securities from the Company which issuance was
approved by the Continuing Directors shall not, either on its own or in
connection with any other acquisition of the Company securities prior thereto,
be deemed to be a Change of Control for purposes of this Agreement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; The term &#147;<U>Continuing Directors</U>&#148; shall mean individuals who
constitute the Board of Directors of the Company as of the Effective Date and
any new director(s) whose election by such Board or nomination for election by
the Company&#146;s stockholders was approved by a vote of at least two-thirds of
the directors then in office who either were directors as of the Effective Date
or whose election or nomination for election was previously so
approved.</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Company Termination of Employment</U>. The provisions of Section 1 to the
contrary notwithstanding, if within two years following a Change of Control the
Company terminates the Executive&#146;s employment other than for any of Cause,
death or Disability, then the Company shall have no further obligation to the
Executive after the Date of Termination other than:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; The Company shall pay to the Executive in a lump sum in cash within
thirty (30) days after the Date of Termination the aggregate of the following
amounts:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive&#146;s Accrued Obligations;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;an amount equal to the product of: (x) the target
Annual Bonus percentage set forth at Section 3(b), multiplied by (y)
Executive&#146;s Annual Base Salary, multiplied by (z) a fraction the numerator
of which is the number of days in the calendar year in which the Date of
Termination occurs through the Date of Termination and the denominator of which
is 365; and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;an amount equal to the product of: (x) two (2)
multiplied by (y) the sum of (i) Executive&#146;s Annual Base Salary plus (ii)
Executive&#146;s target Annual Bonus percentage set forth at Section 3(b)
multiplied by Executive&#146;s Annual Base Salary.</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; For the eighteen (18) months following the Date of Termination: (A)
the Executive shall continue to participate in such health, dental and vision
plans in which he is enrolled as if he were still employed by the Company, said
period of participation to run concurrently with any period of COBRA coverage to
which Executive may be entitled, and (B) the Company shall reimburse the
Executive for his life insurance and long-term disability insurance premiums
provided that the Executive is eligible and timely exercises any such right to
convert and personally assume such insurance contracts and otherwise maintains
such contracts in force; <U>provided</U>, such health, dental and vision
benefits shall be reduced by any similar benefits, on a benefit-by-benefit and
coverage-by-coverage basis, provided by a subsequent employer.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; To the extent not then paid or provided, the Company shall timely
pay or provide to the Executive his Other Benefits and Executive&#146;s rights
to indemnification pursuant to Section 8 shall survive a termination of his
employment.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; The Executive shall be entitled to voluntarily terminate his
employment, which shall be treated as an involuntary termination of employment
by the Company without Cause, if during such two year period following a Change
of Control, without Executive&#146;s written consent, the Company or its
successor: (A) changes Executive&#146;s title or substantially changes his
duties or functions from those he previously performed under this Agreement, (B)
reduces the Executive&#146;s Annual Base Salary or his target Annual Bonus
opportunity percentage, or (C) requires the Executive to be based at any office
or location more than 35 miles from that provided in Section 2(a)(ii) hereof
(other than for reasonable travel required in connection with Executive&#146;s
duties).</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Parachute Payments</U>.</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; If it shall be determined that any payment, distribution or benefit
received or to be received by the Executive from the Company pursuant to this
Agreement or any stock award or option plan maintained by Employer or its
affiliates (&#147;<U>Payments</U>&#148;) would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the
&#147;<U>Code</U>&#148;) (such tax referred to as the &#147;<U>Excise Tax</U>&#148;), then the
Executive shall be entitled to receive an additional payment from the Company
(the &#147;<U>Excise Tax Gross-Up Payment</U>&#148;) in an amount such that the net amount
retained by the Executive, after the calculation and deduction of any Excise Tax
on the Payments (together with any penalties and interest that have been or will
be imposed on the Executive in connection therewith) and any federal, state and
local income taxes, Excise Taxes and payroll taxes (including the tax imposed by
Section 3101(b) of the Code) on the Excise Tax Gross-Up Payment provided for in
this Section 5(c), shall be equal to the Payments. In computing the amount of
this payment, it shall be assumed that the Executive is subject to tax by each
taxing jurisdiction at the highest marginal tax rate in the respective taxing
jurisdiction of the Executive, taking into account the city and state in which
the Executive resides, but giving effect to the tax benefit, if any, which the
Executive may enjoy to the extent that any such tax is deductible in determining
the tax liability of any other taxing jurisdiction (provided that the highest
marginal tax rate for federal income tax purposes shall be determined under
Section 1 of the Code).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; All determinations required to be made under this Section 5(c),
including whether and when an Excise Tax Gross-Up Payment is required and the
amount of such Excise Tax Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, except as specified in Section 5(c)(i), shall be
made by the Company&#146;s independent auditors (the &#147;<U>Accounting Firm</U>&#148;),
in consultation with the Executive, which Accounting Firm shall provide detailed
supporting calculations both to the Company and the Executive within 15 business
days after the Company makes any Payments to the Executive. The determination of
tax liability and the assumptions made by the Accounting Firm shall be subject
to review by the Executive&#146;s tax advisor, and, if the Executive&#146;s tax
advisor does not agree with the determination reached by the Accounting Firm,
then the Accounting Firm and the Executive&#146;s tax advisor shall jointly
designate a nationally-recognized public accounting firm within five (5)
business days after notice has been given to the Company of the Executive&#146;s
disagreement with the Accounting Firm&#146;s calculation, which shall make the
determination within 15 business days after its appointment. If the parties
cannot agree on a nationally recognized public accounting firm, then both
parties shall select a nationally recognized public accounting firm who shall
then jointly select a third nationally recognized public accounting firm which
shall make the determination within 15 business days after its appointment. All
fees and expenses of the accountants and tax advisors retained by either the
Executive or the Company shall be borne by the Company. Any Excise Tax Gross-Up
Payment, as determined pursuant to this Section 5(c), shall be paid by the
Company to the Executive within five (5) days after the receipt of the
determination, subject to applicable federal, state, local and Excise Tax
withholding requirements. Any determination by a jointly designated public
accounting firm shall be binding upon the Company and the Executive, and shall
not be subject to arbitration pursuant to Section 9, subject to the provisions
of Section 5(c)(iii) below.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination hereunder, it is possible
that Excise Tax Gross-Up Payments will not have been made by the Company that
should have been made consistent with the calculations required to be made
hereunder (&#147;<U>Underpayment</U>&#148;). In the event that the IRS, on audit, asserts
that the Executive has made an underpayment and the Executive is required (by
reason of settlement or otherwise) to make a payment of any Excise Tax, or if
the Executive is required to make one or more payments of Excise Tax to the IRS
(and/or interest or penalties thereon) upon the filing of his original or
amended tax returns which exceed the amounts taken into account in determining
the initial Excise Tax Gross-Up Payment made pursuant to Section 5(c)(i) or
Section 5(c)(ii), then in either of such events any such Underpayment calculated
in accordance with and in the same manner as the Excise Tax Gross-Up Payment in
Section 5(c)(i) shall be promptly paid by the Company to or for the benefit of
the Executive. In addition, the Company will pay the Executive an amount equal
to any penalties, interest or additions to be assessed against him as a result
of the underpayment, which amounts shall be grossed up for any federal, state,
local or Excise Taxes payable with respect to such penalties, interest or
additions to tax such that the Executive receives a net amount equal to the
penalties, interest and additions to tax assessed against him (determined in the
same manner as described in Section 5(c)(i). The Executive shall not be
obligated to contest any proposed assessment of any Underpayment and may settle
any such audit action or proceeding involving an Underpayment at his discretion;
<U>provided</U>, however, that the Executive shall, upon notice of examination
by the Internal Revenue Service, give notice thereof to the Company and the
Company, at its sole cost and in its sole discretion, may, on behalf of the
Executive, defend and contest against any proposed Internal Revenue Service
deficiency. In the event that the Company assumes the defense of the proposed
deficiency, the Company shall immediately, upon written request of the
Executive, secure all of its possible obligations to the Executive as provided
for in this Section 5(c)(iii) by either posting cash collateral in escrow or
providing the Executive with a &#147;clean irrevocable letter of credit&#148; in the
amount of all of the Company&#146;s possible obligations to the Executive
pursuant to this Section 5(c)(iii). The terms of such escrow or clean
irrevocable letter of credit shall be negotiated by the Company and the
Executive at such time and any dispute relating to such matters shall be settled
in an arbitration pursuant to Section 9 of this Agreement. The Executive agrees
to execute any documents, including Powers of Attorney, that may be necessary to
facilitate the Company&#146;s defense and/or contesting the Internal Revenue
Service&#146;s assertions. In the event that the Excise Tax Gross-Up Payment
exceeds the amount subsequently determined to be due, such excess shall
constitute a loan from the Company to the Executive payable on the fifth day
after demand by the Company together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code).</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Covenants</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Introduction</U>. The parties acknowledge that the provisions and covenants
contained in this Section 6 are ancillary and material to this Agreement and
that the limitations contained in this Agreement are reasonable in geographic
and temporal scope and do not impose a greater restriction or restraint than is
necessary to protect the goodwill and other legitimate business interests of the
Company. The parties also acknowledge and agree that the provisions of this
Section 6 do not adversely affect the Executive&#146;s ability to earn a living
in any capacity that does not violate the covenants contained herein.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Confidential Information</U>. The Executive shall hold in a fiduciary
capacity for the benefit of the Company and all of its subsidiaries,
partnerships, joint ventures, limited liability companies, and other affiliates
(collectively, the &#147;<U>BTFHC Group</U>&#148;), all secret or confidential
information, knowledge or data relating to the BTFHC Group, its franchisees, and
their businesses (including, without limitation, any proprietary and not
publicly available information concerning any processes, methods, trade secrets,
research, secret data, costs, names of users or purchasers of their respective
products or services, business methods, operating procedures or programs or
methods of promotion and sale) that the Executive has obtained or obtains during
the Executive&#146;s employment by the BTFHC Group and that is not public
knowledge (other than as a result of the Executive&#146;s violation of this
Section 6(b)) (&#147;<U>Confidential Information</U>&#148;). The Executive shall not
communicate, divulge or disseminate Confidential Information at any time during
or after the Executive&#146;s employment with the BTFHC Group, except with prior
written consent of the applicable member of the BTFHC Group, or as otherwise
required by law or legal process. All records, files, memoranda, reports,
customer lists, drawings, plans, documents and the like that the Executive uses,
prepares or comes into contact with during the course of the Executive&#146;s
employment shall remain the sole property of the Company or the BTFHC Group, as
applicable, and shall be turned over to the applicable member of the BTFHC Group
upon termination of the Executive&#146;s employment.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Non-Recruitment</U>. For purposes of this agreement, the &#147;<U>Restricted
Period</U>&#148; means the period of the Executive&#146;s employment with the BTFHC
Group and the period following the Executive&#146;s Date of Termination (i) of
the unexpired time of the Employment Period if the Executive&#146;s Date of
Termination occurs before January 1, 2005 and before (and not in connection
with) a Change in Control or (ii) of one year in all other cases. The Executive
shall not, at any time during the Restricted Period, without the prior written
consent of the Company, directly or indirectly, contact, solicit, recruit, or
employ (whether as an employee, officer, director, agent, consultant or
independent contractor) any person who was or is at any time during the previous
twelve (12) months an employee, representative, officer or director of the BTFHC
Group. Further, during the Restricted Period, Executive shall not take any
action that could reasonably be expected to have the effect of encouraging or
inducing any employee, representative, officer or director of the BTFHC Group to
cease their relationship with the BTFHC Group for any reason.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>No Competition</U>. During the Restricted Period, the Executive shall not
invest in (other than in a publicly traded company with a maximum investment of
no more than 1% of outstanding shares), consult, advise, or be otherwise engaged
or employed by, any Competitor. A &#147;<U>Competitor</U>&#148; means any entity or
enterprise that competes with the BTFHC Group through the operation of health or
fitness clubs or any other business engaged in competition within five (5) miles
of any health or fitness facility, or other business, which on the Date of
Termination is owned, managed or under development to be owned or managed by the
BTFHC Group or is owned by a franchisee of the BTFHC Group.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Assistance to Company</U>. The Executive agrees that, following termination
of employment for any reason, the Executive shall assist and cooperate with the
Company with regard to any matter or project in which the Executive was involved
during the Executive&#146;s employment with the Company, including but not
limited to any litigation that may be pending or arise after such termination of
employment. Further, the Executive agrees to notify the Company at the earliest
opportunity of any contact that is made by any third parties concerning any such
matter or project. The Company shall not unreasonably request such cooperation
of Executive and shall compensate the Executive for any lost wages or expenses
associated with such cooperation and assistance.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Acknowledgement and Enforcement</U>. The Executive acknowledges and agrees
that:</FONT></P>

<UL>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; the purpose of the foregoing covenants, including without
limitation the noncompetition covenant of Section 6(d) is to protect the
goodwill, trade secrets and other Confidential Information of the BTFHC
Group;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; because of the nature of the business in which the BTFHC Group is
engaged and because of the nature of the Confidential Information to which the
Executive has access, the BTFHC Group would suffer irreparable harm and it would
be impractical and excessively difficult to determine the actual damages of the
BTFHC Group in the event the Executive breached any of the covenants of this
Section 6; and</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; remedies at law (such as monetary damages) for any breach of the
Executive&#146;s obligations under this Section 6 would be
inadequate.</FONT></P>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Executive therefore agrees and consents that if the Executive commits any
breach of a covenant under this Section 6 or threatens to commit any such
breach, the Company shall have the right (in addition to, and not in lieu of,
any other right or remedy that may be available to it) to temporary and
permanent injunctive relief from a court of competent jurisdiction, without
posting any bond or other security and without the necessity of proof of actual
damage; <U>provided</U>, in the case of a breach of the noncompetition covenant
of Section 6(d): (A) such injunctive relief shall be available only for a breach
occurring during Executive&#146;s employment and for one year following the Date
of Termination of Executive&#146;s employment and (B) without limiting any
foregoing provision of this paragraph, the Executive shall forfeit any amounts
payable under this Agreement during that part of the Restricted Period occurring
after the period provided in the foregoing clause (A). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Successors</U>. This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive&#146;s legal
representatives. This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Indemnification</U>. Executive shall be indemnified by the Company during his
employment, and after the Date of Termination during all periods within any
applicable statute of limitations or other period in which an action may be
brought against Executive for his acts or omissions during his employment with
the Company, to the same extent as the Company indemnifies other senior
executives of the Company.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Arbitration</U>. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Rules of the American Arbitration Association then pertaining in
Chicago, Illinois and judgment upon the award rendered by the arbitrator or
arbitrators may be entered in any court having jurisdiction thereof. The
arbitrator or arbitrators shall be deemed to possess the powers to issue
mandatory orders and restraining orders in connection with such arbitration;
<U>provided</U>, however, that nothing in this Section 9 shall be construed so
as to deny the Company&#146;s right and power to seek and obtain injunctive
relief in a court of equity for any breach or threatened breach of Executive of
any of his covenants contained in Section 6 hereof. The Executive and the
Company shall each bear one-half of the costs and fees charged by the American
Arbitration Association (including, without limitation, the
arbitrator&#146;s(s&#146;) fees). The parties shall each be responsible for his
or its own professional fees and costs, subject to any award of professional
fees and costs in the discretion of the arbitrator or arbitrators.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Miscellaneous</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Agreement shall be governed by and construed in accordance with the laws of
the State of Illinois, without reference to principles of conflict of laws. The
parties hereto irrevocably agree to submit to the jurisdiction and venue of the
courts of the State of Illinois, in any action or proceeding brought with
respect to or in connection with this Agreement. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>If to the Executive</U>:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the most recent address on file for the Executive at the Company;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>If to the Company</U>:</FONT></P>

<FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bally Total Fitness Holding Corporation</FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8700 West Bryn Mawr Avenue</FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chicago, Illinois 60631</FONT><BR>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attention:&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President, Human Resources </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>or to such other address as
either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be considered delivered when actually
received by the addressee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company may withhold from any amounts payable under this Agreement such
Federal, state, or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Executive&#146;s or the Company&#146;s failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder shall not be deemed to be
a waiver of such provision or right or any other provision or right of this
Agreement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
From and after the Effective Date, this Agreement shall supersede any other
employment agreement, severance agreement and change of control agreement, and
the Company&#146;s Employment Dispute Resolution Procedure (&#147;<U>EDRP</U>&#148;),
between the parties with respect to the subject matter of this Agreement unless,
after the Effective Date, the parties enter into such agreement or adopt the
EDRP with a specific provision, in writing, that such agreement or the EDRP
shall supersede this Section 10(f); <U>provided</U> that the terms of any stock
option or other long-term incentive award shall remain in full force and effect
to the extent not otherwise specifically provided in this Agreement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
IN WITNESS WHEREOF, the Executive has set his hand and, pursuant to the
authorization from its Board of Directors, the Company has caused this Agreement
to be executed in its name and on their behalf, all as of the day and year first
above written. </FONT></P>

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<TR VALIGN=BOTTOM>
<TD WIDTH=30%>&nbsp;&nbsp;</TD>
<TD WIDTH=50% ALIGN=CENTER><HR NOSHADE WIDTH=90% SIZE=1></TD>
<TD WIDTH=20%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30%>&nbsp;&nbsp;</TD>
<TD WIDTH=50% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>[Name of Executive]</FONT></TD>
<TD WIDTH=20%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=BOTTOM>
<TD WIDTH=30%>&nbsp;&nbsp;</TD>
<TD WIDTH=50% ALIGN=CENTER><HR NOSHADE WIDTH=90% SIZE=1></TD>
<TD WIDTH=20%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>
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<TR VALIGN=TOP>
<TD WIDTH=30%>&nbsp;&nbsp;</TD>
<TD WIDTH=50% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>[Signature]</FONT></TD>
<TD WIDTH=20%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>
<BR>
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<TD WIDTH=32%>&nbsp;&nbsp;</TD>
<TD WIDTH=50% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>BALLY TOTAL FITNESS HOLDING CORPORATION.</FONT></TD>
<TD WIDTH=18%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>
<BR>
<BR>
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<TR VALIGN=BOTTOM>
<TD WIDTH=30%>&nbsp;&nbsp;</TD>
<TD WIDTH=5% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>By</FONT></TD>
<TD WIDTH=45% ALIGN=CENTER><HR NOSHADE WIDTH=90% SIZE=1></TD>
<TD WIDTH=20%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>
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<TR VALIGN=TOP>
<TD WIDTH=32%>&nbsp;&nbsp;</TD>
<TD WIDTH=48% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Its:&nbsp;&nbsp; <U>Senior Vice President of Human Resources</U></FONT></TD>
<TD WIDTH=20%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>
<BR>
<BR>
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<TR VALIGN=BOTTOM>
<TD WIDTH=30%>&nbsp;&nbsp;</TD>
<TD WIDTH=5% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>By</FONT></TD>
<TD WIDTH=45% ALIGN=CENTER><HR NOSHADE WIDTH=90% SIZE=1></TD>
<TD WIDTH=20%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=26%>&nbsp;&nbsp;</TD>
<TD WIDTH=54% ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Chairperson, Compensation Committee</FONT></TD>
<TD WIDTH=20%>&nbsp;&nbsp;</TD>
</TR>
</TABLE>

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