Exhibit 3 AGREEMENT OF TRANSFER AND RECEIPT Millennium Entertainment Partners, L.P. ("MEP") hereby transfers, sells and assigns to Millennium Partners LLC ("MP") 1,052,632 shares (the "Shares") of The Sports Club Company, Inc., in exchange for...

                                             Exhibit 3

                        AGREEMENT OF TRANSFER AND RECEIPT

     Millennium Entertainment Partners, L.P. ("MEP") hereby transfers, sells and
assigns to Millennium Partners LLC ("MP") 1,052,632 shares (the "Shares") of The
Sports Club Company, Inc., in exchange for $5,000,000 cash, payable at the
direction of MEP, receipt of which is hereby acknowledged. Each of MEP and MP
agree to execute and deliver such other documents, stock powers, authorizations
and agreements as may be necessary to complete the registration of the transfer
of the Shares to MP.

                                        MILLENNIUM ENTERTAINMENT
                                              PARTNERS, L.P.

                                        By: /S/ XXXXX X. XXXXXXX
                                            Name: XXXXX X. XXXXXXX
                                                  Authorized Officer


                                        MILLENNIUM PARTNERS LLC

                                        By: /S/ XXXXX X. XXXXXXX
                                            Name: XXXXX X. XXXXXXX
                                           Authorized Officer