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And Now For the Heavy Lifting: Page 7 of 11

Zempel now faces what could be an even stiffer challenge. He and his team must continue to support Life Time's growth with no additional staff or funding. Today, IT represents 25 percent of Life Time's corporate G&A (general and administrative) costs--a high percentage for a company in an industry not considered to be technology-oriented.

"The direct mandate to Brent is, not one more dollar per year," Akradi says.

Still, the challenge could turn into a rare opportunity for Zempel. Following a demonstration of MMS at an International Health, Racquet and Sportsclub Association conference last year, Life Time executives say they were flooded with requests from competitors to license the software. Life Time is developing a packaged version of the software through a venture called Averisoft--it claims to have several promising customer prospects--and it's considering spinning off the unit as a separate company that would sell to any business that needs to track member rolls.

But Life Time executives say they're not quite ready to commercialize the MMS software. Akradi likens MMS as it stands now to "a very capable and strong chassis" but adds: "A CEO isn't going to spend $20 million to buy the chassis."

Even so, Akradi and Zempel describe the prospect of a spinoff in similar terms--as a consulting firm, modeled on the Sabre reservation system company American Airlines started, that would customize MMS for other companies and build their innovations back into the software for the benefit of the entire industry. Such a plan would also convert IT to a revenue-producing consulting unit rather than a corporate budget line.