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                                                                     EXHIBIT 4.1

              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       of
                           Health Fitness Corporation

                  Pursuant to Section 302A.401 of the Minnesota
                            Business Corporation Act

         The undersigned, Jerry V. Noyce, Chief Executive Officer and Jeanne
Crawford, Secretary, of Health Fitness Corporation, a corporation organized and
existing under the Minnesota Business Corporation Act, in accordance with the
provisions of Section 302A.401 thereof, DO HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Articles of Incorporation of said Corporation, the Board of Directors on
October 31, 2005 adopted the following resolution creating a series of one
thousand (1,000) shares of preferred stock designated as Series B Convertible
Preferred Stock, par value $.01 per share ("Series B Convertible Preferred
Stock"):

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its Articles
of Incorporation, a series of preferred stock of the Corporation be, and it
hereby is, created, and that the designation and amount thereof and the voting
powers, preferences and relative, optional and other special rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof, are as follows:

         1. Dividends. The holders of Series B Convertible Preferred Stock shall
be entitled to receive dividends out of funds legally available therefore at the
per annum rate of five percent (5%) multiplied by Ten Thousand Two Hundred
Dollars ($10,200) (subject to appropriate adjustment in the event of any stock
dividend, stock split, combination or other similar recapitalization affecting
such shares) multiplied by the number of shares of Series B Convertible
Preferred Stock held by such holders. Dividends on the Series B Convertible
Preferred Stock shall be cumulative from the date of issuance. The Corporation
shall pay accrued dividends on the Series B Convertible Preferred in United
States Dollars solely upon conversion of the Series B Convertible Preferred
Stock as contemplated in Section 3.

         2. Voting.

                  (a) Each holder of shares of Series B Convertible Preferred
         Stock shall be entitled to the number of votes equal to the number of
         whole shares of Common Stock into which the shares of Series B
         Convertible Preferred Stock held by such holder are then convertible
         (as adjusted from time to time pursuant to Section 3 hereof), at each
         meeting of shareholders of the Corporation (and written actions of
         stockholders in lieu of meetings) with respect to any and all matters
         presented to the shareholders of the Corporation for their action or
         consideration. Except as provided by law, and by the provisions of
         Section 2(b), holders of

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         Series B Convertible Preferred Stock shall vote together with the
         holders of Common Stock as a single class.

         (b) The Corporation shall not amend, alter or repeal the preferences,
special rights or other powers of the Series B Convertible Preferred Stock so as
to materially affect adversely the Series B Convertible Preferred Stock without
the written consent or affirmative vote of the holders of at least a majority of
the then outstanding shares of Series B Convertible Preferred Stock, given in
writing or by vote at a meeting, consenting or voting (as the case may be)
separately as a class.

         3. Mandatory Conversion.

                  (a) Immediately upon occurrence of the Specified Event
         (defined below), each share of Series B Convertible Preferred Stock
         shall automatically, without need for any action, notice or other
         authorization, be deemed converted, without the payment of additional
         consideration by the holder thereof, into five thousand one hundred
         (5,100) shares ("Conversion Rate") of Common Stock. Effective upon the
         occurrence of the Specified Event, all shares of Series B Convertible
         Preferred Stock shall no longer be deemed to be outstanding and all
         rights with respect to such shares, including the rights, if any, to
         receive notices and to vote, shall immediately cease and terminate on
         the Conversion Date, except only the right of the holders thereof to
         receive shares of Common Stock in exchange therefor and payment of any
         accrued but unpaid dividends. Any shares of Series B Convertible
         Preferred Stock so converted shall be retired and cancelled and shall
         not be reissued, and the Corporation (without the need for stockholder
         action) may from time to time take such appropriate action as may be
         necessary to reduce the authorized Series B Convertible Preferred Stock
         accordingly.

                  (b) Mechanics of Conversion.

                           (i) The Corporation shall provide each holder of
                  Series B Convertible Preferred Stock written notice of the
                  occurrence of the Specified Event within two (2) business day
                  of such occurrence. Certificates representing the Series B
                  Convertible Preferred Stock shall be surrendered to the
                  Corporation by each holder within two (2) business days of the
                  date of the Corporation's written notice, accompanied by a
                  written instrument or instruments of transfer, in form
                  satisfactory to the Corporation, duly executed by the
                  registered holder or his or its attorney duly authorized in
                  writing. The Corporation shall, as soon as practicable after
                  delivery to the Corporation by a holder of the aforementioned
                  certificates and acceptable instruments of transfer, issue and
                  deliver at such office to such holder of Series B Convertible
                  Preferred Stock, or to his or its nominees, a certificate or
                  certificates for the number of shares of Common Stock to which
                  such holder shall be entitled, together with cash in lieu of
                  any fraction of a share.

                           (ii) The Corporation shall at all times when the
                  Series B Convertible Preferred Stock shall be outstanding,
                  reserve and keep available out of its authorized but unissued
                  stock, for the purpose of effecting the conversion of the
                  Series B

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                  Convertible Preferred Stock, such number of its duly
                  authorized shares of Common Stock as shall from time to time
                  be sufficient to effect the conversion of all outstanding
                  Series B Convertible Preferred Stock.

                           (iii) "Specified Event" shall mean receipt by the
                  Corporation of the original notice of declaration of
                  effectiveness by the United States Securities and Exchange
                  Commission of a registration statement of the Corporation on
                  an appropriate form under the Securities Act of 1933, as
                  amended (the "Act"), with respect to the resale of all shares
                  of Common Stock issuable by the Corporation upon conversion of
                  the Series B Convertible Preferred Stock as contemplated in
                  this Section 3, together with all shares of Common Stock of
                  the Corporation issuable upon the exercise of warrants issued
                  by the Corporation in connection with the original sale of the
                  Series B Convertible Preferred Stock by the Corporation
                  (collectively, the "Registrable Securities"); provided,
                  however, that solely for purposes of determining whether the
                  "Specified Event" has occurred, Registrable Securities shall
                  not be deemed to include shares of Common Stock held by any
                  person who has not timely provided to the Corporation all
                  information requested by the Corporation necessary to permit
                  such shares held by such person to be covered by the
                  registration statement in accordance with the Act.

                  (c) Adjustment for Stock Splits, Dividends and Combinations.
         If the Corporation shall at any time or from time to time after the
         date on which a share of Series B Convertible Preferred Stock was first
         issued (the "Original Issue Date") effect a subdivision of the
         outstanding Common Stock or declare a dividend payable in shares of
         Common Stock, the Conversion Rate then in effect immediately before
         that subdivision shall be proportionately decreased. If the Corporation
         shall at any time or from time to time after the Original Issue Date
         combine the outstanding shares of Common Stock, the Conversion Rate
         then in effect immediately before the combination shall be
         proportionately increased. Any adjustment under this Section 3(c) shall
         become effective at the close of business on the date the subdivision,
         dividend or combination becomes effective.

                  (d) Adjustments for Other Dividends and Distributions. In the
         event the Corporation at any time or from time to time after the
         Original Issue Date for the Series B Convertible Preferred Stock shall
         make or issue, or fix a record date for the determination of holders of
         Common Stock entitled to receive, a dividend or other distribution
         payable in securities of the Corporation other than shares of Common
         Stock, then and in each such event provision shall be made so that the
         holders of the Series B Convertible Preferred Stock shall receive upon
         conversion thereof in addition to the number of shares of Common Stock
         receivable thereupon, the amount of securities of the Corporation that
         they would have received had the Series B Convertible Preferred Stock
         been converted into Common Stock on the date of such event; provided,
         however, that no such adjustment shall be made if the holders of Series
         B Convertible Preferred Stock simultaneously receive a dividend or
         other distribution of such securities in an amount equal to the amount
         of such securities as they would have received if all outstanding
         shares of Series B Convertible Preferred Stock had been converted into
         Common Stock on the date of such event.

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                  (e) Adjustment for Reclassification, Exchange, or
         Substitution. If the Common Stock issuable upon the conversion of the
         Series B Convertible Preferred Stock shall be changed into the same or
         a different number of shares of any class or classes of stock, whether
         by capital reorganization, reclassification, or otherwise (other than a
         subdivision or combination of shares or stock dividend provided for
         above, or a reorganization, merger, consolidation, or sale of assets
         provided for below), then and in each such event the holder of each
         such share of Series B Convertible Preferred Stock shall have the right
         thereafter to convert such share into the kind and amount of shares of
         stock and other securities and property receivable upon such
         reorganization, reclassification, or other change, by holders of the
         number of shares of Common Stock into which such shares of Series B
         Convertible Preferred Stock might have been converted immediately prior
         to such reorganization, reclassification, or change, all subject to
         further adjustment as provided herein.

                  (f) Adjustment for Merger or Reorganization, etc. In case of
         any consolidation or merger of the Corporation with or into another
         corporation or the sale of all or substantially all of the assets of
         the Corporation to another corporation, each share of Series B
         Convertible Preferred Stock shall thereafter be convertible (or shall
         be converted into a security which shall be convertible) into the kind
         and amount of shares of stock or other securities or property to which
         a holder of the number of shares of Common Stock of the Corporation
         deliverable upon conversion of such Series B Convertible Preferred
         Stock would have been entitled upon such consolidation, merger or sale;
         and, in such case, appropriate adjustment (as determined in good faith
         by the Board of Directors) shall be made in the application of the
         provisions in this Section 3 set forth with respect to the rights and
         interest thereafter of the holders of the Series B Convertible
         Preferred Stock, to the end that the provisions set forth in this
         Section 3 (including provisions with respect to changes in and other
         adjustments of the Conversion Price) shall thereafter be applicable, as
         nearly as reasonably may be, in relation to any shares of stock or
         other property thereafter deliverable upon the conversion of the Series
         B Convertible Preferred Stock.

         4. Rank. The Series B Convertible Preferred Stock shall, in all
respects, rank junior to each other class or series of the Corporation's capital
stock hereafter created which does not expressly rank junior to or pari passu
with the Series B Convertible Preferred Stock. For avoidance of doubt, the
Series B Convertible Preferred Stock shall rank senior to Common Stock in all
appropriate instances (including, without limitation, upon the occurrence of a
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation). Upon the occurrence of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series B
Convertible Preferred Stock then outstanding shall be entitled to be paid out of
the assets available for distribution to the Corporation's stockholders before
any payment shall be made to the holders of any class of Common Stock, an amount
per share of Series B Convertible Preferred Stock equal to the sum of (i) the
greater of (x) Ten Thousand Two Hundred Dollars ($10,200) (subject to
appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting such shares), and (y)
the amount that such holder would have received in respect of the shares of
Common Stock issuable upon conversion of such share of Series B Convertible
Preferred Stock had all shares of Series B Convertible Preferred Stock been
converted in shares of Common Stock pursuant to Section 3 immediately prior to
the consummation of such Liquidation Event, plus (ii) all accrued and unpaid
dividends in respect of such share of Series B Convertible Preferred Stock.



                            [signature page follows]

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         IN WITNESS WHEREOF, we have hereunto set our hands as President and
Secretary, respectively, of the Corporation, as of November 14, 2005 and we
hereby affirm that the foregoing Certificate is our act and deed and the act and
deed of the Corporation and the facts stated herein are true.


                                    /s/ Jerry V. Noyce
                                    _________________________________________
                                    Jerry V. Noyce, Chief Executive Officer


                                    /s/ Jeanne Crawford
                                    _________________________________________
                                    Jeanne Crawford, Secretary

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