<PAGE>

                                                                    EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of November 14, 2005, by and among Health Fitness
Corporation, a Minnesota corporation (the "Company"), and the purchasers
signatory hereto (each a "Holder" and collectively, the "Holders").

                                   WITNESSETH:

         WHEREAS, the Company and the Holders have entered into a Securities
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
pursuant to which the Company has agreed to sell and issue, and the Holders have
agreed to purchase, (i) certain shares of the Company's Series B Convertible
Preferred Stock (the "Series B Preferred") and (ii) warrants (the "Warrants") to
purchase shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"); and

         WHEREAS, it is a condition precedent to the consummation of the
transactions contemplated by the Purchase Agreement that the Company provide for
the rights set forth in this Agreement;

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound, the parties hereto hereby agree as
follows:

         1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms
shall have the respective meanings set forth in this Section 1:

                  "Agreement" shall have the meaning set forth in the preamble.

                  "Additional Registration Statement" shall have the meaning set
forth in Section 2(b).

                  "Action" means any action, suit, inquiry, comment letter,
notice of violation, proceeding (including any partial proceeding such as a
deposition) or investigation pending or threatened in writing before or by any
court, arbitrator, governmental or administrative agency, regulatory authority
(federal, state, county, local or foreign), stock market, stock exchange or
trading facility.

                  "Advice" shall have the meaning set forth in Section 6(e).

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" shall have the meaning set forth in the
recitals.

<PAGE>

                  "Company" shall have the meaning set forth in the preamble.

                  "Company Event" means the existence of material non-public
information regarding the Company which the Board of Directors of the Company
reasonably determines not to be in the best interests of the Company to
disclose, including a significant business opportunity (including, but limited
to, the acquisition or disposition of assets (other than in the ordinary course
of business) or any merger, consolidation, tender offer or similar transaction)
available to the Company, but which would be required to be disclosed in a
Registration Statement.

                  "Conversion Shares" means the shares of Common Stock issuable
from time to time upon conversion of the Series B Preferred.

                  "Effective Date" means the date that the Registration
Statement filed pursuant to Section 2(a) or 2(b) is first declared effective by
the Commission.

                  "Effectiveness Date" means: (a) with respect to the
Registration Statement required to be filed pursuant to Section 2(a), the
earlier of: (i) the 120th day following the Closing Date, and (ii) the fifth
business day following the date on which the Company is notified by the
Commission that such Registration Statement will not be reviewed or is no longer
subject to further review and comments, and (b) with respect to any Additional
Registration Statements that may be required pursuant to Section 2(b) or 2(c),
the earlier of: (i) the 90th day following the date on which the Company first
knows, or reasonably should have known, that such Additional Registration
Statement is required under such Section), and (ii) the fifth (5th) business day
following the date on which the Company is notified by the Commission that such
Additional Registration Statement will not be reviewed or is no longer subject
to further review and comments.

                  "Effectiveness Period" for a Registration Statement means the
period from the Effective Date of such Registration Statement through the
earliest to occur of (i) such time as all of the Registrable Securities included
in such Registration Statement may be sold without volume restrictions pursuant
to Rule 144(k) as determined by counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company's
transfer agent and the affected Holders (assuming, for any determination in
respect of any holding period referred to in Rule 144(k), that the Warrant
Shares will be acquired using the "cash-less" exercise feature set forth in the
Warrants), and (ii) such time as all of the Registrable Securities included in
such Registration Statement have been publicly sold by the Holders.

                  "Event" shall have the meaning set forth in Section 2(d).

                  "Event Date" shall have the meaning set forth in Section 2(d).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Filing Date" means (a) with respect to the Registration
Statement required to be filed pursuant to Section 2(a), the 60th day following
the Closing Date, and (b) with respect to any additional Registration Statements
that may be required pursuant to Section 2(b) or 2(c), the

                                       2
<PAGE>

30th day following the date on which the Company first knows, or reasonably
should have known, that such Additional Registration Statement is required under
such Section; provided, however, that the Company may postpone the Filing Date
with respect to the Registration Statement required to be filed pursuant to
Section 2(a) for not more than sixty (60) calendar days (during which 60-day
period, the Company shall not be obligated to pay any liquidated damages
pursuant to Section 2(d) in respect of any failure to file a Registration
Statement during such period) if the Board of Directors of the Company, in its
good faith judgment, determines that the filing of such Registration Statement
could reasonably be expected to have a material adverse effect on any proposal
or plan by the Company to engage in any acquisition or sale of assets or any
merger, consolidation or similar transaction then under consideration by
delivering written notice to the Holders of its determination to postpone such
Registration Statement (it being understood that the provisions of the foregoing
proviso shall only effect the time period in which the Company shall be
obligated to file a Registration Statement hereunder and shall not affect or
otherwise limit the Company's obligation to cause a Registration Statement to be
declared effective by the Commission on or prior to the applicable Effectiveness
Date (or affect or otherwise limit the Company's obligations to pay liquidated
damages pursuant to Section 2(d) in respect thereof)).

                  "Holder" or "Holders" means the holder or holders, as the case
may be, from time to time of Registrable Securities.

                  "Holders' Counsel" shall have the meaning set forth in Section
3(i).

                  "Indemnified Party" shall have the meaning set forth in
Section 5(c).

                  "Indemnifying Party" shall have the meaning set forth in
Section 5(c).

                  "Inspector" shall have the meaning set forth in Section 3(n).

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "OTC-BB" means the Over the Counter Bulletin Board.

                  "Prospectus" means the prospectus included in a Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

                  "Registrable Securities" means (i) the Conversion Shares, (ii)
the Warrant Shares, and (iii) any shares of Common Stock issued or issuable
directly or indirectly with respect to the securities referred to in clauses (i)
and (ii) by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization.

                                       3
<PAGE>

                  "Registration Statement" means the registration statement
required to be filed in accordance with Section 2(a) and any additional
registration statement(s) required to be filed under Section 2(b) or 2(c),
including (in each case) the Prospectus, amendments and supplements to such
registration statements or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statements.

                  "Rule 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such rule.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                  "Selling Holder Questionnaire" shall have the meaning set
forth in Section 2(e).

                  "Series B Preferred" shall have the meaning set forth in the
recitals.

                  "Warrant Shares" means the shares of Common Stock issuable
from time to time upon exercise of the Warrants.

                  "Warrants" shall have the meaning set forth in the recitals.

         2. Registration.

                  (a) On or prior to the Filing Date, the Company shall prepare
and file with the Commission a Registration Statement covering the resale of all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415. The Registration Statement shall be on Form S-3 or any successor
form (except that if the Company is not then eligible to register for resale the
Registrable Securities on Form S-3, then such registration shall be on Form S-1
or any successor form) and shall contain (except if otherwise required pursuant
to written comments received from the Commission upon a review of such
Registration Statement) the "Plan of Distribution" attached hereto as Annex A.
The Company shall use its reasonable best efforts to cause the Registration
Statement to be declared effective under the Securities Act as soon as possible
but, in any event, no later than the Effectiveness Date, and shall use its
reasonable best efforts to keep the Registration Statement continuously
effective under the Securities Act until the expiration of the Effectiveness
Period.

                  (b) If for any reason the Commission does not permit all of
the Registrable Securities to be included in the Registration Statement filed
pursuant to Section 2(a), or for any other reason (other than the failure of a
Holder to comply with Section 2(e)), any Registrable Securities are not then
included in a Registration Statement filed under this Agreement, then the
Company shall prepare and file as soon as possible after the date on which the
Commission shall indicate as being the first date or time that such filing may
be made, but in any event by the 30th day following such date, an additional
Registration Statement covering the resale of all Registrable Securities not
already covered by an existing and effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 on Form S-3 or
any successor form (except that if the Company is not then eligible to register
for resale the Registrable

                                       4
<PAGE>

Securities on Form S-3, then such registration shall be on Form S-1 or any
successor form) (each an "Additional Registration Statement"). Each such
Additional Registration Statement shall contain (except if otherwise required
pursuant to written comments received from the Commission upon a review of such
Additional Registration Statement) the "Plan of Distribution" substantially in
the form attached hereto as Annex A. The Company shall use its reasonable best
efforts to cause each such Additional Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, no
later than the Effectiveness Date for such Additional Registration Statement,
and shall use its reasonable best efforts to keep such Additional Registration
Statement continuously effective under the Securities Act during the entire
Effectiveness Period.

                  (c) If at any time during the Effectiveness Period, less than
95% of the then Registrable Securities are then registered in a Registration
Statement(s) (other than as a result of the failure of a Holder to comply with
Section 2(e)), then the Company shall file as soon as reasonably practicable,
but in any case prior to the applicable Filing Date, an Additional Registration
Statement covering the resale by the Holders of not less than 100% of the number
of then Registrable Securities.

                  (d) If (i) a Registration Statement is not filed on or prior
to its Filing Date, (ii) a Registration Statement is not declared effective by
the Commission on or prior to its required Effectiveness Date, or (iii) after
its Effective Date, without regard for the reason thereunder or efforts
therefor, such Registration Statement ceases, for any reason, to be effective
and available to the Holders as to all Registrable Securities to which it is
required to cover (excluding, for avoidance of doubt, Registrable Securities of
Holders who failed to comply with Section 2(e)) at any time prior to the
expiration of the Effectiveness Period (any such failure or breach being
referred to as an "Event," and the date on which such Event occurs being
referred to as an "Event Date"), then, in addition to any other rights available
to the Holders under the Transaction Documents or under applicable law, on each
monthly anniversary of each such Event Date and until such time as all then
continuing Events shall have been cured, the Company shall pay to each Holder
(excluding, for avoidance of doubt, Holders who failed to comply with Section
2(e)) an amount in cash, as partial liquidated damages and not as a penalty,
equal to one percent (1%) of the aggregate purchase price paid by such Holder
under the Purchase Agreement for any Registrable Securities then held by such
Holder for each 30-day period, or pro rata from any portion thereof, following
such Event Date. For the purposes of the foregoing, each month will be deemed to
be thirty (30) days in length. Any liquidated damages payable under this Section
2(d) shall be in addition to any remedies available to the Holders at law or in
equity by reason of any breach of this Agreement by the Company. If the Company
fails to pay any liquidated damages pursuant to this Section in full within
seven (7) days after the date payable, the Company will pay interest thereon at
a rate of 12% per annum (or such lesser maximum amount that is permitted to be
paid by applicable law) to the Holder, accruing daily from the date such
liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full. Notwithstanding the foregoing, the provisions of this clause
(d) shall be inapplicable if the Event is attributable to the occurrence of one
or more Company Events arising after the Effective Date of a Registration
Statement, provided, such inapplicability shall last only during such time as
the Holders are obligated to comply with the provisions of Section 6(e) with
respect to one or more Company Events, not to exceed 90 days in any twelve-month
period.

                                       5
<PAGE>

                  (e) Each Holder agrees to furnish to the Company a completed
questionnaire in the form attached to this Agreement as Annex B (a "Selling
Holder Questionnaire"). The Company shall not be required to include the
Registrable Securities of a Holder in a Registration Statement and shall not be
required to pay any liquidated or other damages under Section 2(d) hereof to
such Holder who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least three (3) business days prior to the Filing Date.

         3. Registration Procedures

                  In connection with the Company's registration obligations
hereunder, the Company shall:

                  (a) (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to each Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep such
Registration Statement continuously effective as to the applicable Registrable
Securities for its Effectiveness Period and prepare and file with the Commission
such additional Registration Statements in order to register for resale under
the Securities Act all of the Registrable Securities, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement,
and as so supplemented or amended to be filed pursuant to Rule 423, (iii)
respond as promptly as reasonably possible to any comments received from the
Commission with respect to each Registration Statement or any amendment thereto
and, as promptly as reasonably possible provide the Holders true and complete
copies of all correspondence from and to the Commission relating to such
Registration Statement that would not result in the disclosure to the Holders of
material and non-public information concerning the Company, and (iv) comply in
all material respects with the provisions of the Securities Act and the Exchange
Act with respect to the Registration Statements and the disposition of all
Registrable Securities covered by each Registration Statement.

                  (b) Notify the Holders as promptly as reasonably possible
(and, in the case of clause (i)(A) below, not less than three (3) business day
prior to such filing) and (if requested by any such Person) confirm such notice
in writing no later than one (1) business day following the day (i)(A) when a
Prospectus or any Prospectus supplement or post-effective amendment to a
Registration Statement is proposed to be filed, (B) when the Commission notifies
the Company whether there will be a "review" of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement (the
Company shall provide true and complete copies thereof and all written responses
thereto to each of the Holders that pertain to the Holders as a selling
stockholder or to the Plan of Distribution, but not information which the
Company believes would constitute material and non-public information), and (C)
with respect to each Registration Statement or any post-effective amendment,
when the same has become effective, (ii) of any request by the Commission or any
other federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Actions for that purpose, (iv) of the receipt by the Company
of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Action

                                       6
<PAGE>

for such purpose, and (v) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, it
being understood that the foregoing clause (v) shall not arise as a result of
the occurrence of a Company Event.

                  (c) Use its reasonable best efforts (which shall not require
the filing of any court action) to avoid the issuance of, or, if issued, obtain
the withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

                  (d) Furnish to each Holder, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto and all
exhibits to the extent requested by such Person (including those previously
furnished) promptly after the filing of such documents with the Commission.

                  (e) Promptly deliver to each Holder, without charge, as many
copies of each Prospectus or Prospectuses (including each form of prospectus)
and each amendment or supplement thereto as such Persons may reasonably request.
The Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto, except after delivery of any notice
described in clauses (b)(ii)-(b)(v) of Section 3 and subject to Section 6(e).

                  (f) Prior to any resale of Registrable Securities, use its
commercially reasonable efforts to register or qualify or cooperate with the
selling Holders in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of all
jurisdictions within the United States, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
Registration Statements; provided that the Company shall not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or subject the Company to any material tax in any such jurisdiction
where it is not then so subject.

                  (g) If requested by the Holders, cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the
Registration Statements, which certificates shall be free, to the extent
permitted by the Purchase Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such
names as any such Holders may request.

                                       7
<PAGE>

                  (h) Provide a transfer agent and registrar for all Registrable
Securities subject to a Registration Statement.

                  (i) Before filing a Registration Statement or prospectus or
any amendments or supplements thereto, the Company shall provide to counsel
selected by Holders holding a majority of the Registrable Securities being
registered in such registration ("Holders' Counsel") and any other Inspector (as
defined below) with an adequate and appropriate opportunity to review and
comment on such Registration Statement and each prospectus included therein (and
each amendment or supplement thereto) to be filed with the Commission, subject
to such documents being under the Company's control, and the Company shall
notify the Holders' Counsel and each seller of Registrable Securities of any
stop order issued or threatened by the Commission.

                  (j) Otherwise comply with all applicable rules and regulations
of the Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least
twelve months beginning with the first day of the Company's first full calendar
quarter after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder.

                  (k) In the event of the issuance of any stop order suspending
the effectiveness of a Registration Statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any securities included in such Registration Statement for sale in any
jurisdiction, the Company will use its reasonable best efforts promptly to
obtain the withdrawal of such order

                  (l) Obtain one or more comfort letters, dated the effective
date of such Registration Statement (and, if such registration includes an
underwritten offering, dated the date of the closing under the underwriting
agreement), signed by the Company's independent public accountants in customary
form and covering such matters of the type customarily covered by comfort
letters as the Holders of a majority of the Registrable Securities being sold
reasonably request.

                  (m) Provide a legal opinion of the Company's outside counsel,
dated the effective date of such Registration Statement (and, if such
registration includes an underwritten offering, dated the date of the closing
under the underwriting agreement), with respect to the Registration Statement,
each amendment and supplement thereto, the prospectus included therein
(including the preliminary prospectus) and such other documents relating thereto
in customary form and covering such matters of the type customarily covered by
legal opinions of such nature.

                  (n) Subject to execution and delivery of mutually satisfactory
confidentiality agreements, make available at reasonable times for inspection by
any seller of Registrable Securities, any managing underwriter participating in
any disposition of such Registrable Securities pursuant to a Registration
Statement, Holders' Counsel and any attorney, accountant or other agent retained
by any managing underwriter (each, an "Inspector" and collectively, the
"Inspectors"), during normal business hours of Company at Company's corporate
office in Bloomington, Minnesota, and without unreasonable disruption of
Company's business or

                                       8
<PAGE>

unreasonable expense to Company and solely for the purpose of due diligence with
respect to the registration statement, non-confidential, legally disclosable,
financial and other records and pertinent corporate documents of the Company and
its subsidiaries as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company's and its
subsidiaries' officers, directors and employees, and the independent public
accountants of the Company, to make available for inspection, at such parties'
offices during their respective normal business hours and without unreasonable
disruption of their business or unreasonable expense to Company and solely for
the purpose of due diligence with respect to a registration statement covering
Registrable Securities pursuant to this Agreement all information reasonably
requested by any such Inspector in connection with such Registration Statement,
provided, that, in each instance the Inspectors execute customary
confidentiality agreements prepared by the Company pursuant to which such
Inspectors agree not to divulge information of a non-public nature and covenant
not to act upon such information in any manner in violation of applicable law.

                  (o) Subject to execution and delivery of mutually satisfactory
confidentiality agreements, keep Holders' Counsel advised as to the initiation
and progress of any registration hereunder including, but not limited to,
providing Holders' Counsel with all correspondence with the Commission.

                  (p) Cooperate with each seller of Registrable Securities and
each underwriter participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made
with the NASD.

                  (q) Upon the occurrence of any event contemplated by Section
3(b)(v), as promptly as reasonably possible, prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or
a supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

         4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the OTC-BB, and (B) in compliance with applicable state
securities or Blue Sky laws), (ii) fees and expenses of Holders' Counsel, not to
exceed $20,000, (iii) all application and filing fees, if any, in connection
with quotation of the Registrable Securities on the OTC-BB; (iv) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (v) messenger,
telephone and delivery expenses, (vi) fees and disbursements of counsel for the
Company, (vii) Securities Act liability insurance, if the Company so desires
such insurance, and (viii) fees and expenses of all other Persons retained by
the Company in connection with the

                                       9
<PAGE>

consummation of the transactions contemplated by this Agreement. In addition,
the Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on the OTC-BB.

         5. Indemnification.

                  (a) Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, representatives, investment
advisors, partners, members, attorneys, affiliates and employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents, representatives, investment advisors, partners, members,
attorneys, affiliates and employees of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, attorney's fees, costs or expenses and costs and
expenses of investigating and defending any claim (collectively, "Losses"), as
incurred, and any Action in respect thereof which such Person may become subject
under the Securities Act or otherwise, insofar as such Losses or Actions arise
out of, relate to or are based upon any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (1) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (2) in the case of an occurrence of
an event of the type specified in clauses (b)(ii)-(b)(v) of Section 3, the use
by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated by Section 6(e)
or an amended or supplemented Prospectus, but only if and to the extent that
following the receipt of the Advice or the amended or supplemented Prospectus
the misstatement or omission giving rise to such Loss would have been corrected.
The Company shall notify the Holders promptly of the institution, threat or
assertion of any Action of which the Company is aware in connection with the
transactions contemplated by this Agreement.

                  (b) Indemnification by the Holders. Each Holder will
severally, and not jointly, in proportion to the respective number of shares
included by each such Holder, if Registrable Securities are included in the
securities as to which such registration, qualification or compliance is being
effected, notwithstanding any termination of this Agreement, indemnify and hold
harmless the Company, and the officers, directors, agents, representatives,
investment

                                       10
<PAGE>

advisors, partners, members, attorneys, affiliates and employees of each of
them, each Person who controls the Company (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents, representatives, investment advisors, partners, members,
attorneys, affiliates and employees of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all Losses,
as incurred, arising out of, relating to or based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, but only to the extent, that (1) such untrue
statements or omissions are based solely upon information regarding such Holder
furnished in writing to the Company by such Holder expressly for use therein, or
to the extent that such information relates to such Holder or such Holder's
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in the
Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose), or (2) in the case of an occurrence
of an event of the type specified in clauses (b)(ii)-(b)(v) of Section 3, the
use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated by Section 6(e)
or an amended or supplemented Prospectus, but only if and to the extent that
following the receipt of the Advice or the amended or supplemented Prospectus
the misstatement or omission giving rise to such Loss would have been corrected.
Notwithstanding anything in this Agreement to the contrary, the liability of the
Holder pursuant to this Section 5 shall not exceed the dollar amount of the net
proceeds received by such Holder upon the sale of Registrable Securities giving
rise to such liability.

                  (c) Conduct of Indemnification Actions. If any Action shall be
brought or asserted against any Person entitled to indemnity hereunder (an
"Indemnified Party"), such Indemnified Party shall promptly notify the Person
from whom indemnity is sought (the "Indemnifying Party") in writing, and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses incurred in connection with defense thereof; provided, that
the failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court
of competent jurisdiction (which determination is not subject to appeal or
further review) that such failure shall have proximately and materially
adversely prejudiced the Indemnifying Party.

                  An Indemnified Party shall have the right to employ separate
counsel in any such Action and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay
such fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Action and to employ counsel reasonably satisfactory
to such Indemnified Party in any such Action; or (3) the named parties to any
such Action (including any impleaded parties) include both such Indemnified
Party and the Indemnifying

                                       11
<PAGE>

Party, and such Indemnified Party shall have been advised by counsel that a
conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the Indemnifying Party; provided,
however, that in the event one or more Holders is a party to such Action, the
Company shall only be required to pay the expenses of one law firm serving as
counsel to said Holders). The Indemnifying Party shall not be liable for any
settlement of any such Action effected without its written consent, which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Action in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Action.

                  All fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Action in a manner not inconsistent
with this Section) shall be paid to the Indemnified Party, as incurred, within
ten (10) business days of written notice thereof, together with reasonable
supporting documentation, to the Indemnifying Party (regardless of whether it is
uncertain whether an Indemnified Party is actually entitled to indemnification
hereunder; provided, that the Indemnifying Party may require such Indemnified
Party to undertake to reimburse all such fees and expenses to the extent it is
finally judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).

                  (d) Contribution. If a claim for indemnification under Section
5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy
or otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include any
reasonable attorneys' or other reasonable fees or expenses incurred by such
party in connection with any Action to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in
this Section was available to such party in accordance with its terms.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall
be required to contribute, in the aggregate, any amount in excess of the amount
by

                                       12
<PAGE>

which the net proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Action exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

                  The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.

         6. Miscellaneous

                  (a) Remedies. In the event of a breach by the Company or by a
Holder, of any of their obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

                  (b) No Piggyback on Registrations. Neither the Company nor any
of its security holders (other than the Holders in such capacity pursuant
hereto) may include securities of the Company in a Registration Statement other
than the Registrable Securities, and the Company shall not during the
Effectiveness Period enter into any agreement providing any such right to any of
its security holders.

                  (c) Current Public Information. The Company covenants that it
will use reasonable best efforts to file all reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the Commission thereunder, and will use reasonable best efforts to
take such further action as the Holders may reasonably request, all to the
extent required to enable the holders of Registrable Securities to sell
Registrable Securities pursuant to Rule 144 or Rule 144A adopted by the
Commission under the Securities Act or any similar rule or regulation hereafter
adopted by the Commission. The Company shall, upon the request of a holder of
Registrable Securities, deliver to holder a written statement as to whether it
has complied with such requirements.

                  (d) Prospectus Delivery. Each Holder hereby covenants with the
Company not to make any sale of the Registrable Securities pursuant to the
Registration Statement without effectively causing the prospectus delivery
requirements under the Securities Act to be satisfied.

                  (e) Discontinued Disposition. Each Holder agrees by its
acquisition of such Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in clauses
(b)(ii)-(b)(v) of Section 3, or notice from the Company of the occurrence of a
Company Event, such Holder will forthwith discontinue disposition of such
Registrable Securities under the Registration Statement until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement or until it is advised in writing (the "Advice") by the Company that
the use of the applicable Prospectus may be

                                       13
<PAGE>

resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement; provided, that,
notwithstanding the foregoing provisions of this clause (e), the Investors shall
not be prohibited from selling Registrable Securities under the Registration
Statement as a result of any event of the kind described in this clause (e) for
more than an aggregate of 90 days in any twelve-month period. The Company may
provide appropriate stop orders to enforce the provisions of this paragraph.

                  (f) Amendments and Waivers. No provision of this Agreement may
be waived or amended except in a written instrument signed by the Company and
the Holders of no less than 50% of the Registrable Securities. No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right.

                  (g) Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section prior to 6:30 p.m. (New
York City time) on a business day, (ii) the business day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Agreement later than 6:30 p.m. (New
York City time) on any date and earlier than 11:59 p.m. (New York City time) on
such date, (iii) the business day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as follows:

         If to the Company:   Wes Winnekins
                              Chief Financial Officer
                              3600 American Blvd W, Suite 560
                              Bloomington, MN 55431
                              (Fax) 952-897-5173

         If to a Holder:      To the address set forth under such Holder's name
                              on the signature pages hereto.

                  (h) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each Holder. The Company may not
assign its rights or obligations hereunder without the prior written consent of
each Holder. Each Holder may assign its respective rights hereunder in the
manner and to the Persons as permitted under the Purchase Agreement.

                  (i) Execution and Counterparts. This Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to
be an original and, all of which taken together shall constitute one and the
same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding

                                       14
<PAGE>

obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
were the original thereof.

                  (j) Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all Actions concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective Affiliates, employees or agents) shall
be commenced exclusively in the New York Courts. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Action, any claim that it is not
personally subject to the jurisdiction of any New York Court, or that such
Action has been commenced in an improper or inconvenient forum. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Action by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any Action arising out of or relating to this
Agreement or the transactions contemplated hereby. If either party shall
commence a Action to enforce any provisions of this Agreement, then the
prevailing party in such Action shall be reimbursed by the other party for its
attorney's fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action.

                  (k) Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

                  (l) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

                  (m) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (n) Independent Nature of Holders' Obligations and Rights. The
obligations of each Holder hereunder is several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in
any way for the performance of the obligations of any other Holder hereunder.
The decision of each Holder to purchase Securities pursuant to

                                       15
<PAGE>

the Transaction Documents has been made independently of any other Holder.
Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be
deemed to constitute the Holders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Holders
are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. Each Holder acknowledges that no
other Holder has acted as agent for such Holder in connection with making its
investment hereunder and that no Holder will be acting as agent of such Holder
in connection with monitoring its investment in the Securities or enforcing its
rights under the Transaction Documents. Each Holder shall be entitled to protect
and enforce its rights, including without limitation the rights arising out of
this Agreement, and it shall not be necessary for any other Holder to be joined
as an additional party in any Action for such purpose.

                               [Signatures Follow]

                                       16
<PAGE>

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

                                            HEALTH FITNESS CORPORATION

                                            By: /s/ Jerry V. Noyce
                                                ________________________________
                                                Name: Jerry V. Noyce
                                                Title: President and CEO

                                      S-1
<PAGE>

                                            [HOLDERS]

                                            By: ________________________________
                                                Name:
                                                Title:

                                      S-2
<PAGE>

                                                                         Annex A

                              Plan of Distribution

         The Selling Stockholders and any of their pledgees, donees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling Stockholders may use any one or more of
the following methods when selling shares:

         -    ordinary brokerage transactions and transactions in which the
              broker-dealer solicits purchasers;

         -    block trades in which the broker-dealer will attempt to sell the
              shares as agent but may position and resell a portion of the block
              as principal to facilitate the transaction;

         -    purchases by a broker-dealer as principal and resale by the
              broker-dealer for its account;

         -    an exchange distribution in accordance with the rules of the
              applicable exchange;

         -    privately negotiated transactions;

         -    to cover short sales;

         -    broker-dealers may agree with the Selling Stockholders to sell a
              specified number of such shares at a stipulated price per share;

         -    a combination of any such methods of sale; and

         -    any other method permitted pursuant to applicable law.

         The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         Broker-dealers engaged by the Selling Stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

         The Selling Stockholders may from time to time pledge or grant a
security interest in some or all of the Shares owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell shares of Common Stock from time to time under this
prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act of 1933 amending the list of
selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus.

                                       A-1
<PAGE>

         In connection with the sale of Common Stock or interests therein, the
Selling Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of Common Stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

         Upon the Company being notified in writing by a Selling Stockholder
that any material arrangement has been entered into with a broker-dealer for the
sale of Common Stock through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, pursuant to Rule
424(b) under the Securities Act, disclosing (i) the name of each such Selling
Stockholder and of the participating broker-dealer(s), (ii) the number of shares
involved, (iii) the price at which such the shares of Common Stock were sold,
(iv)the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus, and (vi) other facts material to the transaction.
In addition, upon the Company being notified in writing by a Selling Stockholder
that a donee or pledge intends to sell more than 500 shares of Common Stock, a
supplement to this prospectus will be filed if then required in accordance with
applicable securities law.

         The Selling Stockholders also may transfer the shares of Common Stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

         The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Discounts, concessions,
commissions and similar selling expenses, if any, that can be attributed to the
sale of Securities will be paid by the Selling Stockholder and/or the
purchasers.

         The Selling Stockholders will be responsible to comply with the
applicable provisions of the Securities Act and Exchange Act, and the rules and
regulations thereunder promulgated, including, without limitation, Regulation M,
as applicable to such Selling Stockholders in connection with resales of their
respective shares under this Registration Statement.

         The Company is required to pay all fees and expenses incident to the
registration of the shares, but the Company will not receive any proceeds from
the sale of the Common Stock. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act. If the Selling Stockholders

                                       A-2
<PAGE>

use this prospectus for any sale of the Common Stock, they will be subject to
the prospectus delivery requirements of the Securities Act.

                                       A-3
<PAGE>

                                                                         Annex B

                           HEALTH FITNESS CORPORATION

                      SELLING SECURITYHOLDER QUESTIONNAIRE

         The undersigned beneficial owner of Common Stock of Health Fitness
Corporation (the "Company") understands that the Company has filed or intends to
file with the Securities and Exchange Commission a registration statement (the
"Registration Statement") for the registration and resale under the Securities
Act of 1933, as amended (the "Securities Act"), of the such securities (the
"Registrable Securities"). This Questionnaire is delivered pursuant to the terms
of the Registration Rights Agreement, dated as of November __, 2005 (the
"Registration Rights Agreement"), among the Company and the Holders named
therein. A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth below. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

         Certain legal consequences arise from being named as a selling
securityholder in the Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Registration
Statement and the related prospectus.

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise specified under such Item 3)
in the Registration Statement.

         The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate:

1. NAME.

         (a)      Full Legal Name of Selling Securityholder

                  ______________________________________________________________

         (b)      Full Legal Name of Registered Holder (if not the same as (a)
                  above) through which Registrable Securities Listed in Item 3
                  below are held:

                  ______________________________________________________________

         (c)      Full Legal Name of Natural Control Person (which means a
                  natural person who directly or indirectly has power to vote or
                  dispose of the securities covered by this Questionnaire):

                  ______________________________________________________________

                                      B-1
<PAGE>

2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Telephone:______________________________________________________________________
Fax:____________________________________________________________________________
Contact Person:_________________________________________________________________

3. BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a)      Type and Principal Amount of Registrable Securities
                  beneficially owned:

                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________

4. BROKER-DEALER STATUS:

         (a)      Are you a broker-dealer?

                               Yes [ ]    No [ ]

         Note:    If yes, the Commission's staff has indicated that you should
                  be identified as an underwriter in the Registration Statement.

         (b)      Are you an affiliate of a broker-dealer?

                               Yes [ ]    No [ ]

         (c)      If you are an affiliate of a broker-dealer, do you certify
                  that you bought the Registrable Securities in the ordinary
                  course of business, and at the time of the purchase of the
                  Registrable Securities to be resold, you had no agreements or
                  understandings, directly or indirectly, with any person to
                  distribute the Registrable Securities?

                               Yes [ ]    No [ ]

         Note:    If no, the Commission's staff has indicated that you should be
                  identified as an underwriter in the Registration Statement.

5. BENEFICIAL OWNERSHIP OF OTHER SECURITIES OF THE COMPANY OWNED BY THE SELLING
   SECURITYHOLDER.

         Except as set forth below in this Item 5, the undersigned is not the
         beneficial or registered owner of any securities of the Company other
         than the Registrable Securities listed above in Item 3.

                                      B-2
<PAGE>

         (a)      Type and Amount of Other Securities beneficially owned by the
                  Selling Securityholder:

                  ______________________________________________________________
                  ______________________________________________________________

6. RELATIONSHIPS WITH THE COMPANY:

         Except as set forth below, neither the undersigned nor any of its
         affiliates, officers, directors or principal equity holders (owners of
         5% of more of the equity securities of the undersigned) has held any
         position or office or has had any other material relationship with the
         Company (or its predecessors or affiliates) during the past three
         years.

         State any exceptions here:

         ____________________________________________________________________
         ____________________________________________________________________

The undersigned agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein (other than changes in beneficial
ownership of Common Stock after the effectiveness of the Registration Statement)
that may occur subsequent to the date hereof at any time while the Registration
Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information
contained herein in its answers hereto and the inclusion of such information in
the Registration Statement and the related prospectus. The undersigned
understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Registration Statement and
the related prospectus.

         IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

Dated:____________________           Beneficial Owner:__________________________

                                     By: _______________________________________
                                         Name:
                                         Title:

             PLEASE FAX THE COMPLETED AND EXECUTED QUESTIONNAIRE TO

                          Wes Winnekins
                          Chief Financial Officer
                          3600 American Blvd W, Suite 560
                          Bloomington, MN 55431
                          (Fax) 952-897-5173

                                      B-3