When Kathleen Yankulov's health spa refused to renew her annual membership, she found a way to get her workouts for free, marching back and forth in front of the club with a placard reading: "Attention! I Was Ripped Off By Spa Lady."

Yankulov, who began her vigil in the middle of Saturday's torrential downpour, says she is protesting because she doesn't understand why the new management of the Pasadena Crossroads Spa Lady won't honor the lifetime agreement she had with the now-bankrupt former management of Spa Lady.

"I'm not usually bold, I just think something about what they didis unfair," she said, holding her poster up for a passer-by to read.The handwritten message is on the back of an anti-abortion poster she has covered with a yellowed paper American flag.

The new management -- United Noble Corp. -- which took over two of the spas when theSpa Lady chain declared bankruptcy last October, says the problem isthat Yankulov simply doesn't understand.

"Legally, all contracts held between previous members and the previous management are null and void. We explained this to all the people who we could track down who were members with the previous Spa Lady, but we couldn't reach allof them because they didn't keep very good records," explained Assistant Manager Tisa Mayne.

Mayne said she made several unsuccessful attempts to explain the legal differences between the old Spa Lady and the new Spa Lady to Yankulov. Mayne said she also attempted to explain that Yankulov can write to the Maryland Attorney General's Consumer Protection Division to get a refund that will be paid from a restitution fund established to protect health club customers.

"She won't even try to comprehend what we were saying. It was either she getsher way or we're ripping her off. There are no shades of gray with her, just black and white. And now she's protesting because she can't get her way. That's the kind of immature, irrational person she is," Mayne said.

But Yankulov is unperturbed.

"If they bought the name they should have bought everything else," Yankulov said, promisingto bring her lonely picket to all of the other Spa Lady locations she finds in the phone book.

Steven Sakomoto-Wengel, administrator of the Attorney General's office's Health Club Program, says United Noble Corp. "is not obligated to any sales agreements made by the previous management."

He said Yankulov can either re-sign with the new Spa Lady under their new terms or write to his office and claim her share of a $148,000 bond posted by the old Spa Lady to protect club members against the bankruptcy.

Sakomoto-Wengel said the amount of the refund would depend on how much Yankulov lost from the value of her original contract.

The Attorney General's office formed its Health Club Program in 1982 to protect citizens from fly-by-night health clubs, weight-loss clinics or karate schools that charge clients for more than three months membership and then disappear, taking the dueswith them.

Yankulov declined to read a letter outlining her legalrights.

"I don't want to see any paper. I'm sorry, I don't know what I'm reading," Yankulov explained. "I don't see why I have to havetwo Philadelphia lawyers with me to renew my membership with a health club."

Yankulov bought a lifetime charter membership with Spa Lady back in 1983 for $300 that allowed her to renew her annual membership for $60 dollars per year.

The new management charges $125 per year for the annual renewal.

Sakomoto-Wengel said Yankulov, or anyother Spa Lady members who would rather have a refund than renew under the new management's terms, should send a claim including a membership cancellation form from the spa listing the renewal fee and a copy of their old contract to:

Consumer Protection Division, Spa LadyCorporation Claims, Office of the Attorney General, 200 St. Paul Place -- 16th Floor, Baltimore, Md. 21202.

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