Operating under the brand “Meridian’s Bodies in Motion”, Meridian operates 11 “upper middle market” health clubs in California and one in Hawaii. Meridian’s Bodies in Motion offers state of the art equipment, personal support and a social experience through a wide variety of group exercise programs, such as kickboxing, yoga, dance and cycling classes. The Company’s staff of trainers and instructors consists of Olympic athletes, world champions and current contenders in their respective sports.

“Meridian Sports Clubs has assembled a knowledgeable and experienced management team that has built an impressive company with multiple locations throughout California and Hawaii. They have a proven track record of growing both organically as well as through acquisitions and we are excited to partner with them and help them continue to grow,” commented Jason Dratell of Praesidian.

“We were concerned about the reception we would receive in this economic environment,” said Chuck Grieve, CEO and owner of Meridian Sports Clubs. “However, FocalPoint was able to identify an institutional partner excited to recapitalize our balance sheet and eager to provide additional capital to allow us to take advantage of growth opportunities in the near term. We are very pleased with the results.”

Duane Stullich, a Managing Director at FocalPoint, added: “Given the downturn in the economy, 2009 should provide numerous acquisition opportunities for consolidators in the health club industry as many small, local operators struggle to compete with the national players. Meridian is now well-positioned to take advantage of these strategic acquisition opportunities.”

About Meridian Sports Clubs California LLC 
Meridian Sports Clubs owns and operates eleven fitness facilities in Northern and Southern California under the Meridian Sports Clubs and Meridian’s Bodies in Motion brands; as well as in Oahu, Hawaii under The Honolulu Club brand. The clubs offer a full range of fitness offerings with state of the art equipment and provides a wide range of group classes that are inspirational and motivational. For more information, visit www.bodiesinmotion.com.

About Praesidian Capital 
Praesidian Capital partners with small and mid-sized businesses, providing private mezzanine capital. Praesidian invests in established, historically profitable companies often in connection with a management/leveraged buyout, recapitalization or refinancing. Based in New York City, Praesidian manages over $400 million in committed capital. For more information, please visitwww.praesidian.com.

About FocalPoint 
FocalPoint is an independent investment bank, specializing in mergers and acquisitions, private placements (both debt and equity), financial restructurings and distressed transactions. The firm’s primary focus is on middle-market companies.

Please contact Duane Stullich at (310) 405-7000 with any questions about this transaction.