<PAGE>

                                                                   EXHIBIT 10.16

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated December 23, 2005,
to be effective as of the Effective Date (as defined below), is by and between
Health Fitness Corporation, a Minnesota corporation ("HFC"), and John F. Ellis
("Executive").

                                    RECITALS

         WHEREAS, Executive is currently employed by HealthCalc.Net, Inc.
("HCN") (the "Business"); and

         WHEREAS, HFC and HCN are parties to a Stock Purchase Agreement dated as
of December 23, 2005 (the "Purchase Agreement") by and among HFC, HCN and the
shareholders of HCN (the "Shareholders") pursuant to which the Shareholders have
agreed to sell to HFC all of the capital stock of HCN (the "Stock"); and

         WHEREAS, in anticipation of the closing (the "Closing") of HFC's
purchase of the Stock as contemplated by the Purchase Agreement, Executive and
HFC desire to agree to the terms of Executive's employment with HFC, which
employment will commence, if the Closing occurs, on the date on which the
Closing occurs (the "Effective Date"); and

         WHEREAS, Executive acknowledges and agrees that Executive will, prior
to the Effective Date and in the course of Executive's employment with HFC, have
access to confidential, proprietary and trade secret information of HFC, the
unauthorized use or disclosure of which would cause irreparable harm to HFC; and

         WHEREAS, Executive wishes to receive from HFC the compensation, and the
benefit of the other terms and conditions of employment, as set forth in this
Agreement as valuable consideration for the confidentiality, noncompetition,
inventions and other provisions contained in this Agreement;

         NOW, THEREFORE, in consideration of Executive's employment under the
terms and conditions of this Agreement, the compensation and benefits paid or
made available to Executive by HFC, the covenants of this Agreement and for
other good and valuable consideration the receipt and sufficiency of which are
specifically acknowledged by the parties, Executive and HFC agree as follows:

                                    ARTICLE I
                      EMPLOYMENT, COMPENSATION AND BENEFITS

         1.01     Employment With HFC.


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                  (a)   HFC hereby agrees to employ Executive initially in the
         position of Chief Information Officer, and Executive hereby accepts
         such employment with HFC, commencing as of the Effective Date, subject
         to the terms and conditions of this Agreement. Such employment shall
         continue indefinitely until terminated in accordance with Article II of
         this Agreement.

                  (b)   Notwithstanding anything herein to the contrary, HFC's
         employment of Executive as contemplated by this Agreement is subject
         to, and Executive's employment with HFC will commence only if and upon,
         the Closing. Executive acknowledges that the Closing is subject to
         numerous conditions and that the Closing may not occur. If the Closing
         does not occur, HFC will have no obligation to employ Executive and
         neither of the parties hereto will have any other obligation hereunder.
         In addition, notwithstanding anything herein to the contrary, HFC shall
         have the right to terminate this Agreement immediately upon notice to
         Executive upon the termination of the Purchase Agreement, and, in such
         event, HFC will have no obligation to Executive hereunder, including
         any obligation with respect to employment or separation pay.

         1.02     Duties.

                  (a)   Executive agrees, during Executive's employment, to
         devote Executive's full time and best efforts to the business of HFC,
         including, without limitation, the performance of those duties and
         responsibilities reasonably and customarily associated with Executive's
         position as may change from time to time. Executive's duties and
         responsibilities shall be subject to determination by HFC's Chief
         Executive Officer or his designee.

                  (b)   Executive shall report to, and at all times shall be
         subject to the direction of, HFC's Chief Executive Officer or his
         designee.

                  (c)   Executive, at all times during Executive's employment
         with HFC, shall comply with HFC's standards, regulations and policies
         as determined or set forth by HFC from time to time and as applicable
         to employees of HFC.

         1.03     Outside Activities. Executive shall not engage in any outside
activities that conflict with HFC's interests, or that interfere in any way with
Executive's performance of Executive's duties hereunder. In addition, Executive
shall not engage in any activity that might subject HFC to criticism or adverse
publicity, that might interfere with Executive's normal work schedule, or that
might interfere with Executive's job duties and responsibilities. Moreover,
Executive shall not, and hereby agrees not to accept remuneration of any kind
from Executive's participation in any outside activity without the express
written approval of HFC. The foregoing, however, shall not be construed as
preventing Executive from engaging in religious, charitable or other community
or nonprofit activities that do not impair Executive's ability to fulfill
Executive's duties and responsibilities under this Agreement.

         1.04     Annual Base Salary. Executive shall be paid a bi-weekly gross
salary of $6,232.31 (which is $162,040 on an annual basis), less withholding for
income and FICA taxes


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and any other proper deductions. Executive's base salary will be paid to
Executive in accordance with HFC's normal payroll practices. Executive's
performance shall be reviewed annually for base salary increase beginning March
2007, and such increase, if any, shall be determined by HFC in its sole
discretion.

         1.05     Fringe Benefits.  HFC shall provide the following fringe
benefits to Executive so long as Executive is employed by HFC:

                  (a)   Executive shall be eligible to participate in an annual
         calendar year bonus program subject to the specific terms and
         conditions of the program developed each year.

                  (b)   Executive shall be eligible to participate in employee
         benefit plans and programs offered by HFC from time to time, including,
         but not limited to, any medical, dental, short-term disability,
         long-term disability and life insurance coverage, or retirement plans,
         in accordance with the terms and conditions of those benefit plans and
         programs.

                  (c)   Executive shall have initially accrued five (5) days of
         paid vacation time and shall initially be eligible to accrue up to an
         additional twenty-one (21) days of paid vacation time per anniversary
         year in accordance with HFC's standard vacation practices and policies
         which may be amended from time to time. In addition, Executive may be
         eligible for additional paid time off in accordance with HFC's standard
         paid time off policies and practices.

         1.06     Expenses. During the term of this Agreement, Executive shall
be entitled to prompt reimbursement by HFC for all reasonable, ordinary and
necessary travel, entertainment and other business related expenses incurred by
Executive (in accordance with the policies and procedures established by HFC for
employees from time to time) in the performance of Executive's duties and
responsibilities under this Agreement; provided, however, that Executive shall
properly account for such expenses in accordance with federal, state and local
tax requirements and HFC's policies and procedures.

                                   ARTICLE II
                                   TERMINATION

         2.01     Events of Termination.  Executive's employment with HFC:

                  (a)      May be terminated by mutual written agreement of HFC
         and Executive.

                  (b)      Shall terminate immediately upon the death of
         Executive.

                  (c)      May be terminated upon written notice from HFC to
         Executive for Cause, which, for purposes of this Agreement, shall mean
         the following:

                           (i)   Failure of Executive to (a) satisfactorily,
                  faithfully, diligently or competently perform the duties,
                  requirements and responsibilities of Executive's


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                  employment as contemplated by this Agreement or as assigned by
                  HFC's Chief Executive Officer or his designee, or (b) follow
                  the reasonable direction consistent with Executive's position
                  of HFC's Chief Executive Officer or his designee; provided,
                  however, in the event of termination pursuant to this
                  subparagraph 2.01(c)(i), HFC's CEO will provide Executive
                  written notice (the "Cause Notice") of proposed termination
                  which provides (1) reasonable detail as to the cause or causes
                  asserted by HFC and upon which the Cause Notice is based, and
                  (2) notification of a certain period of time not less than
                  thirty (30) days from receipt of such Cause Notice within
                  which Executive shall have the opportunity to cure the
                  performance or conduct upon which the Cause Notice is based,
                  to the satisfaction of HFC's CEO. If after the completion of
                  the designated cure period HFC's CEO determines, in his sole
                  discretion, that Executive has failed to cure the performance
                  or conduct, Executive will be given written notice of
                  Executive's termination and Executive's employment will
                  terminate immediately upon the giving of such notice of
                  Executive; or

                           (ii)   Failure of Executive to comply with the
                  written policies, regulations and directives of HFC that have
                  been provided to Executive in effect and as may change from
                  time to time; or

                           (iii)   Any act or omission on the part of Executive
                  which constitutes a material failure to comply with the
                  provisions of this Agreement; or

                           (iv)   Any act or omission on the part of Executive
                  which is potentially harmful to the reputation or business of
                  HFC, including, but not limited to, any conduct of Executive
                  which is inconsistent with federal and state laws or HFC
                  policies respecting harassment and discrimination, or other
                  HFC policies; or

                           (v)   Conviction or arrest of Executive for, or a
                  guilty or nolo contendere plea by Executive with respect to,
                  any crime punishable as a felony; or any bar against Executive
                  from serving as a director, officer or executive of any firm
                  the securities of which trade publicly.

                  Executive's termination for Cause shall be determined in good
                  faith by and in the sole discretion of HFC's Chief Executive
                  Officer and/or his designee.

                  (d)    May be terminated upon Executive's inability to perform
         the essential functions of Executive's position due to physical or
         mental disability, with or without reasonable accommodation, as
         determined in the good faith judgment of HFC's Chief Executive Officer,
         or as may otherwise be required by applicable law.

                  (e)    May be terminated by Executive for any reason upon
         ninety (90) days' written notice to HFC.

                  (f)    May be terminated by Executive in the event if (i) a
         material breach by HFC of this Agreement arising out of HFC's failure
         to pay Executive in accordance with


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         Article I of this Agreement which remains uncured ten (10) days after
         receipt of written notice from Executive of such material breach, or
         (ii) any other material breach by HFC of this Agreement which remains
         uncured thirty (30) days after receipt of written notice from Executive
         of such material breach.

                  (g)    May be terminated by HFC for any reason other than one
         described in subsections 2.01(c) or (d) effective at any time after
         December 31, 2006, upon ninety (90) days written notice to Executive;
         provided that HFC may provide less notice if HFC commences the 3-month
         separation pay period under Section 2.02(b) below upon the effective
         date of termination..

         2.02     Compensation Upon Termination of Executive's Employment.  In
the event that Executive's employment with HFC terminates the following
provisions shall govern as applicable:

                  (a)   If termination occurs pursuant to subparagraph 2.01(a),
         (b), (c), (d), (e) or (f), HFC shall pay Executive his base salary and
         fringe benefits through the date of termination (except Executive shall
         have the right to continue certain benefits at Executive's expense
         under COBRA), unless the parties agree in writing otherwise. If
         termination occurs pursuant to subparagraph 2.01(d), Executive
         acknowledges and agrees that Executive's receipt of salary compensation
         between the date of disability and date of termination shall be
         governed by HFC's employee benefit programs, as may be amended from
         time to time, to the extent Executive is eligible to participate in
         such programs.

                  (b)   If termination occurs pursuant to subparagraph 2.01(g),
         HFC shall pay Executive his base salary and fringe benefits through the
         date of termination (except Executive shall have the right to continue
         certain benefits at Executive's expense under COBRA). However,
         Executive shall receive as separation pay the equivalent of three (3)
         months of Executive's then current base salary if termination occurs
         pursuant to subparagraph 2.01(g) or if Executive terminates his
         employment with HFC for Good Reason (as defined below). Any separation
         pay due to Executive under this subparagraph 2.02(b) shall be payable
         to Executive, at the sole discretion of HFC, either in a lump sum or in
         installments in accordance with HFC's standard payroll practices.
         Executive's compensation as an employee shall cease upon commencement
         of the three-month separation pay period, which shall commence as of
         day following the last day of Executive's employment. The last day of
         Executive's employment shall be the last business day prior to
         expiration of any applicable notice period hereunder, or such earlier
         date following the giving of such notice as of which the Company no
         longer requires Executive to perform services for the Company. If a
         termination pursuant to subparagraph 2.01(g) occurs after Executive's
         first twelve (12) months of employment, Executive shall be required to
         execute a separation agreement prepared by HFC to include a general
         release of any and all claims in favor of HFC in connection with
         Executive's receipt of separation pay under this subparagraph 2.02(b).

                  (c)   All payments made to Executive under this Paragraph 2.02
         shall be reduced by amounts (i) required to be withheld in accordance
         with federal, state and local


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         laws and regulations in effect at the time of payment, and (ii) owed to
         HFC by Executive for any amounts advanced, loaned or misappropriated in
         accordance with applicable law.

                                   ARTICLE III
                     PROTECTION OF CONFIDENTIAL INFORMATION

         3.01.    Confidential Information. During Executive's employment and at
all times thereafter, he will not directly or indirectly use or disclose any
trade secret, proprietary or Confidential Information of HFC or any parent,
subsidiary or affiliated entity for the benefit of any person or entity other
than HFC without prior written approval of HFC's Board of Directors. For
purposes of this Agreement, in addition to all materials and information
protected by applicable statute or law, the parties acknowledge that
Confidential Information shall mean any information, whether in print, on
computer disc or tape or otherwise, which relates to HFC or any parent,
subsidiary or affiliated entity, or to HFC or any parent, subsidiary or
affiliated entity's existing or reasonably foreseeable business, including but
not limited to information relating to research, development, technology,
processes, information relating to proprietary rights and data, ideas, know-how,
inventions, trade secrets, proprietary information, design concepts, sales,
information relating to business or financial strategies and goals, marketing
information, plans or proposals, business or financial information, information
regarding employees and employee compensation and benefits, information relating
to consultants, vendors, subcontractors, suppliers, markets, fees, pricing or
purchasing information, data processing, information regarding the identity of
customers and potential customers and other information regarding customers and
potential customers, information regarding active and inactive accounts,
information related to health coaching programs, training or services, and
information regarding strategic initiatives or direction, programs, techniques,
and methods of operation and procedures, but shall not include information (a)
which has become generally available to the public other than as a result of
disclosure by Executive, (b) which is information that would not reasonably be
considered to be part of the HCN business acquired by HFC and that was within
Executive's legitimate and unrestricted possession prior to the time of his
employment with HFC, or (c) which is made available to Executive from a source
other than HFC and such source is not bound by a duty of confidentiality to HFC.

         3.02    Return of Information/Property. Executive will, immediately
upon his voluntary or involuntary resignation or termination from employment for
any reason, or upon HFC's request at any time, deliver to HFC all property,
documents, materials and other items, whether on computer disc or tape or
otherwise, including all copies thereof, belonging to HFC or any parent,
subsidiary or affiliated entity, or in any way related to the business of HFC or
any parent, subsidiary or affiliated entity, or the services Executive performed
for HFC or any parent, subsidiary or affiliated entity, including but not
limited to any property, documents, materials or items containing trade secret,
proprietary, or Confidential Information. Executive will not retain any copies
or summaries of any kind of property, documents, materials or items which he has
returned in accordance with this Paragraph 3.02.


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                                   ARTICLE IV
               NONCOMPETITION; NON-SOLICITATION; NON-DISPARAGEMENT

         4.01   Noncompetition and Non-Solicitation Agreement. During
Executive's employment with HFC and for a period of twenty-four (24) months
after Executive's resignation or termination of employment for any reason,
whether voluntary or involuntary, other than (i) termination by HFC without
Cause under subsection 2.01(g), and (ii) termination by Executive for Good
Reason, as defined below (in which two cases the period shall be six (6) months
rather than twenty-four (24) months) ("Noncompetition Period") Executive shall
not:

                  (a)   Design, develop, promote, advertise, establish, own,
         operate, lease, maintain, license, franchise, work for, engage in,
         provide services to, be connected with, have any interest in or
         otherwise be involved in or with, directly or indirectly, any business,
         person or entity, that promotes, markets, advertises, provides, sells,
         or offers products, processes, technology, or services that are the
         same as or similar to those products, processes, technology, or
         services that are offered by HFC at any time during Executive's
         employment with HFC or during the Noncompetition Period.

                  (b)   Solicit HFC's current or former customers or potential
         or prospective customers on behalf of himself or any other business,
         person or entity for the purpose of selling, offering, providing or
         otherwise making available products, processes, technology, or services
         that are the same as or similar to those products, processes,
         technology, or services that are offered by HFC at any time during
         Executive's employment with HFC or during the Noncompetition Period;

                  (c)   Exploit or use contacts, developed or made during
         Executive's employment with HFC, for the purpose of soliciting HFC's
         current or former customers or potential or prospective customers on
         Executive's behalf or the behalf of any other business, person or
         entity for purpose of selling, offering, providing or otherwise making
         available products, processes, technology, or services that are the
         same as or similar to those products, processes, technology, or
         services that are offered by HFC at any time during Executive's
         employment with HFC or during the Noncompetition Period; or

                  (d)   Directly or indirectly, induce or attempt to induce, any
         of HFC's then current employees or independent contractors to terminate
         their employment, contractual or other relationship with HFC, or
         otherwise interfere or attempt to interfere with that existing
         employment or other relationship with HFC.

         4.02     Good Reason.  For purposes of this Agreement, "Good Reason"
means Executive's termination of his employment with HFC for any of the
following reasons:

                  (a)   Any material breach by HFC of this Agreement, and HFC
         fails to cure such breach within thirty (30) days after receipt of
         written notice of such material breach from Executive.

                  (b)   Any permanent relocation by HFC of Executive's office to
         a location outside Dallas, Texas, without Executive's Consent.


                                      -7-

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                  (c)   Any assignment of material duties to Executive that are
         inconsistent with Executive's education, experience and skills, except
         as may be necessary to fulfill HFC's legitimate business needs;
         provided that Executive shall first give HFC written notice setting
         forth in reasonable detail the basis for Executive's claim under this
         subparagraph (c), and either HFC has not withdrawn or appropriately
         modified such assignment, or the parties have not been able to resolve
         such claims with good faith negotiations, within thirty (30) days
         following the giving of such notice.

         4.03     Non-Disparagement. During Executive's employment with HFC and
at all times thereafter, Executive shall not disparage or defame, or allow or
cause others to disparage or defame, HFC, its Board of Directors, directors,
officers, employees, customers, or vendors.

         4.04     Compliance. To enable HFC to monitor Executive's compliance
with the obligations imposed by this Agreement, including Article IV, Executive
shall, during the Noncompetition Period, if applicable, inform the Chief
Executive Officer of HFC in writing of the identity of any new employer of
Executive, or entity with which Executive will be associated or provide
services, and of Executive's job title and responsibilities with any such
employer or entity, prior to accepting such employment or engagement.

         4.05     Purchase Agreement Restrictions.  The provisions of this
Article IV are in addition to restrictions on Executive's competition with HFC
contained in the Purchase Agreement and are not in lieu of nor intended to
supersede such restrictions.

                                    ARTICLE V
                            COPYRIGHT AND INVENTIONS

         5.01     Copyrights. Executive acknowledges that any documents,
drawings, computer software or other work of authorship prepared by him within
the scope of his employment is a "work made for hire" under U.S. copyright laws
and that, accordingly, HFC exclusively owns all copyright rights in such works
of authorship. For purposes of this Paragraph, "scope of employment" means that
the work of authorship (a) relates to any subject matter pertaining to
Executive's employment, (b) relates to or is directly or indirectly connected
with the existing or reasonably foreseeable business, products, services,
projects or Confidential Information of HFC, or any parent, subsidiary or
affiliated entity, or (c) involves the use of any time, material or facility of
HFC, or any parent, subsidiary or affiliated entity.

         5.02     Inventions. HFC will be entitled to all of the benefits,
profits, results and work product arising from or incident to all of Executive's
work, services, advice and activities, including without limitation all rights
in inventions (as set forth below), trademark or trade name creations, and
copyrightable materials.

         During the period of his employment with HFC and for a period of one
year after such termination, or three years from the date hereof, whichever is
longer, Executive agrees to communicate promptly and fully to HFC all
inventions, discoveries, improvements or designs made, conceived or reduced to
practice by Executive (alone or jointly with others) which both (i) pertain to
the business of HFC or any parent, subsidiary or affiliated entity, and (ii)
arise or have arisen out of the performance of duties by Executive under this
Agreement that are originated,


                                      -8-

<PAGE>

made, conceived or reduced to practice by Executive during the term of this
Agreement or during the term of his employment by HCN (the "Protected
Inventions"), and, except as provided in this Paragraph 5.02, Executive will and
hereby does assign to HFC and/or its nominees all of Executive's right, title
and interest in the Protected Inventions and all of his right, title and
interest in any patents, patent applications or copyrights based thereon without
obligation on the part of HFC to make any compensation, royalty or payment to
him. Executive further agrees to assist HFC and/or its nominee (without charge
but at no expense to Executive) at any time and in every proper way to obtain
and maintain for its and/or their own benefit, patents and/or copyrights for the
Protected Inventions. Executive agrees to keep accurate, complete and timely
records of all Protected Inventions, which records shall be the sole property of
HFC and shall not be removed from HFC premises.

         Executive understands and agrees that any Protected Invention on which
Executive files a patent application within one (1) year after Executive's
resignation or the termination of Executive's employment with HFC is presumed to
have been made and conceived by Executive during the course of Executive's
employment with HFC, subject to proof to the contrary by good faith, written and
duly corroborated records establishing that such was conceived and made
following Executive's resignation or termination of employment.

         This Agreement does not obligate Executive to assign to HFC any
invention, discovery, improvement or design for which no equipment, supplies,
facility or trade secret information of HFC or any parent, subsidiary or
affiliated entity was used and which was developed entirely on Executive's own
time, and (a) which does not relate (i) directly to the business of HFC or any
parent, subsidiary or affiliated entity, or (ii) to HFC's or any parent,
subsidiary or affiliated entity's actual or demonstrably anticipated research or
development; or (b) which does not result from any work performed by Executive
for HFC or any parent, subsidiary or affiliated entity.

         5.03    Prior Inventions. Attached to this Agreement and initialed by
both parties is a list of all of the inventions, by description, if any, in
which Executive possesses any right, title, or interest prior to Executive's
employment by HFC and the execution of this Agreement, which are not subject to
the terms of this Agreement.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.01    Irreparable Harm. The parties acknowledge that HFC will suffer
irreparable harm if Executive breaches any provision of Articles III, IV or V
either during or after Executive's employment with HFC. Accordingly, HFC shall
be entitled, in addition to any other right and remedy it may have, at law or
equity, to a temporary restraining order and/or injunction, without the posting
of a bond or other security, or with the posting of a minimal bond or security
where required by applicable law, enjoining or restraining Executive from any
violation of Articles III, IV or V and Executive hereby consents to HFC's right
to seek the issuance of such injunction. If any rights or restrictions contained
in Articles III, IV or V are deemed to be unenforceable by reason of the extent,
duration or geographic scope, or other provision thereof, the parties
contemplate that the applicable court will reduce such extent, duration or
geographic scope or other provisions and enforce the provisions in their reduced
form for all purposes in the manner contemplated by such Articles.


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<PAGE>


         6.02    Survival of Provisions. The parties agree that the provisions
of Articles III, IV, V and VI shall survive the termination of this Agreement
and Executive's resignation or the termination of Executive's employment for any
reason.

         6.03    Governing Law. This Agreement shall be governed according to
the laws of the State of Minnesota, without reference to its conflicts of law
provisions.

         6.04    Captions. The captions set forth in this Agreement are for
convenience only and shall not be considered as part of this Agreement or as in
any way limiting or amplifying the terms and conditions hereof.

         6.05    No Conflicting Obligations. Executive represents and warrants
to HFC that he is not under, or bound to be under in the future, any obligation
to any person, firm, or corporation that is or would be inconsistent or in
conflict with this Agreement or would prevent, limit, or impair in any way the
performance by Executive of his duties and responsibilities hereunder.
Specifically, but without limiting the generality of the foregoing, Executive
warrants and represents to HFC that he is not currently bound and will not be
bound in the future by any confidentiality agreements and/or restrictive
covenants that may and/or will restrict Executive's ability to perform
Executive's duties and responsibilities hereunder. Moreover, Executive agrees
that he will not enter into any confidentiality agreements and/or restrictive
covenants during Executive's employment with HFC that may or will restrict
Executive's ability to perform Executive's duties and responsibilities
hereunder, with the exception of any confidentially agreements and/or
restrictive covenants entered into by and between Executive and HFC.

         6.06     Successors. This Agreement is personal to Executive and
Executive may not assign or transfer any part of Executive's rights or duties
hereunder, or any compensation due to him hereunder, to any other person. This
Agreement may be assigned by HFC to successors and assigns.

         6.07     Waiver. The waiver by any party of the breach or
nonperformance of any provision of this Agreement by any other party will not
operate or be construed as a waiver of any future breach or nonperformance under
any provision of this Agreement or any similar agreement with any other
employee.

         6.08     Notices. Any and all notices referred to herein shall be
deemed properly given only if in writing and delivered personally or sent
postage prepaid, by certified mail, return receipt requested, as follows:

                  (a)    To HFC by notice to the Chief Executive Officer; and

                  (b)    To Executive at Executive's home address as it then
         appears on the records of HFC, it being the duty of Executive to keep
         HFC informed of Executive's current home address at all times.


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<PAGE>


The date on which notice to HFC or Executive shall be deemed to have been given
if mailed as provided above shall be three (3) days after having been placed in
the United States mail, postage prepaid. Personal delivery to Executive shall be
deemed to have occurred on the date notice was delivered to Executive
personally.

         6.09    Term. This Agreement shall be effective on the Effective Date
and shall continue until terminated in accordance with the provisions set forth
in this Agreement.

         6.10    Modification. This Agreement supersedes any and all prior oral
and written understandings and agreements, if any, between the parties relating
to the subject matter hereof. This Agreement sets forth the entire
understandings and agreements between and among the parties on the subject
matter hereof and is the complete and exclusive statement of the terms and
conditions thereof. No modification, termination, discharge, release or
attempted waiver of any provision of this Agreement will be valid unless it is
made in writing and signed by the party against whom the same is sought to be
enforced, and is specifically identified as a modification, termination,
release, waiver or discharge of this Agreement. If any term, clause or
provisions of this Agreement shall for any reason be adjudged invalid,
unenforceable or void, the same shall not impair or invalidate any of the other
provisions contained herein, all of which shall be performed in accordance with
their respective terms.

         6.11    Counterparts. More than one counterpart of this Agreement may
be executed by the parties hereto, and each fully executed counterpart shall be
deemed an original.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                              HEALTH FITNESS CORPORATION


                                              By  /s/ Jerry V. Noyce
                                                  ------------------------------
                                                  Jerry V. Noyce
                                                  Its Chief Executive Officer


                                              EXECUTIVE


                                              /s/ John F. Ellis
                                              ----------------------------------
                                              John F. Ellis





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<PAGE>



                                PRIOR INVENTIONS
                        (As referred to in Section 5.03)

                                      NONE









                                            Identified and Confirmed:

                                            HEALTH FITNESS CORPORATION


                                            By       /s/  Jerry V. Noyce
                                                --------------------------------
                                                Jerry V. Noyce
                                                Its Chief Executive Officer


                                            EXECUTIVE


                                                   /s/  John F. Ellis
                                            ------------------------------------
                                            John F. Ellis