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                                                                    EXHIBIT 10.3

                                 FORM OF WARRANT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
WITH RESPECT THERETO UNDER THE SECURITIES ACT OR A WRITTEN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR
SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT IS AVAILABLE UNDER THE SECURITIES
ACT AND SUCH STATE LAWS. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES IN A MANNER THAT COMPLIES WITH
THE SECURITIES ACT.

                           HEALTH FITNESS CORPORATION

No. B-____                                        Issue Date: November 14, 2005

         Health Fitness Corporation, a Minnesota corporation (the "Company"),
hereby certifies that, for value received, [______________] or its registered
assigns (the "Holder"), is entitled to purchase from the Company up to a total
of [_____________] shares of Common Stock (as defined below) (such shares, the
"Warrant Shares"). This warrant ("Warrant") may be exercised from time to time
and at any time in whole or in part, but not with respect to less than 50,000
Warrant Shares except upon the final exercise of this Warrant, prior to the
Expiration Date and is subject to the terms and conditions set forth below.

         1. Definitions. As used in this Warrant, the following terms shall have
the respective definitions set forth in this Section 1. Capitalized terms that
are used and not defined in this Warrant that are defined in the Purchase
Agreement (as defined below) shall have the respective definitions set forth in
the Purchase Agreement.

                  (a) "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 against or
affecting the Company, any Subsidiary or any of their respective properties
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.

                  (b) "Additional Shares of Common Stock" shall mean all shares
of Common Stock issued (or deemed to be issued pursuant to Section 9) by the
Company after the date of issuance of this Warrant, other than Permitted
Securities.

------------------
    This shall equal 30% of the shares of Common Stock issuable upon conversion
    of the Series B Preferred issued at Closing

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                  (c) "As Converted Basis" means, when used herein in connection
with any calculation of the aggregate number of shares of Common Stock
outstanding, such calculation shall take into account the aggregate number of
shares of Common Stock issuable upon conversion or exercise of all Series B
Preferred, Warrants, and other Common Stock Equivalents then outstanding.

                  (d) "Applicable Courts" has the meaning set forth in Section
14(b).

                  (e) "Buy-In" has the meaning set forth in Section 5(c).

                  (f) "Commission" means the Securities and Exchange Commission.

                  (g) "Common Stock" means the Company's common stock, par value
$0.01 per share.

                  (h) "Common Stock Equivalents" means any securities of the
Company or any Subsidiary which entitle the holder thereof to acquire Common
Stock at any time, including without limitation, any debt, preferred stock,
rights, options, warrants or other instrument that is at any time convertible
into or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock or other securities that entitle the holder to receive, directly or
indirectly, Common Stock.

                  (i) "Conversion Shares" means the shares of Common Stock
issuable upon conversion of the Series B Preferred.

                  (j) "Convertible Securities" means any evidences of
indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common Stock, but excluding Options.

                  (k) "Current Market Value" means the fair market value of the
shares of Common Stock as determined as follows:

                           (i) if the Common Stock is traded on a securities
                  exchange or the NASDAQ Stock Market, the value shall be deemed
                  to be the average of the closing prices of the Common Stock on
                  such exchange or market over the five (5) trading day period
                  ending three (3) days prior to the date of determination;

                           (ii) if the Common Stock is actively traded
                  over-the-counter, the value shall be deemed to be the average
                  of the closing bid prices over the five (5) trading day period
                  ending three (3) days prior to the date of determination; or

                           (iii) if there is no active public market for the
                  Common Stock, the value shall be the fair market value
                  thereof, as determined in good faith by the Board of Directors
                  of the Company.

                  (l) "Date of Exercise" means the date on which the Holder
shall have delivered to Company: (i) the Exercise Notice (with the Warrant
Exercise Log attached to it),

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appropriately completed and duly signed and (ii) the Exercise Price for the
number of Warrant Shares so indicated by the Holder to be purchased.

                  (m) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (n) "Expiration Date" means the fifth anniversary of the issue
date of this Warrant.

                  (o) "Exercise Notice" means the notice attached hereto as
Exhibit A.

                  (p) "Exercise Price" means $2.40, subject to adjustment in
accordance with Section 9 hereof.

                  (q) "Fundamental Transaction" has the meaning set forth in
Section 9(b).

                  (r) "New Warrant" means a new Warrant, in substantially the
form of this Warrant, issued upon any registration or transfer of this Warrant.

                  (s) "Options" means rights, options or warrants to subscribe
for, purchase or otherwise acquire Common Stock or Convertible Securities.

                  (t) "Permitted Securities" means (i) the Series B Preferred
and Warrants issued or to be issued pursuant to the Purchase Agreement, (ii) the
Conversion Shares issuable upon conversion of the Series B Preferred, (iii) the
Warrant Shares issuable upon exercise of the Warrants, (iv) shares of Common
Stock and Common Stock Equivalents issued after the date hereof (other than any
such Common Stock and Common Stock Equivalents issued pursuant to Common Stock
Equivalents outstanding on the date hereof) pursuant to the Company's 2005 Stock
Option Plan or any other employee option, stock purchase or similar plan
approved by the Board of Directors of the Company after the date hereof;
provided that the aggregate number of shares of Common Stock (calculated on an
As Converted Basis) that qualify as "Permitted Securities" pursuant to this
clause (iv) that are at any one time outstanding shall not exceed 1,500,000 (as
appropriately adjusted from time to time as a result of a stock split, stock
combination or any other similar event affecting the outstanding number of
shares of Common Stock), (v) shares of Common Stock and Common Stock Equivalents
issued as purchase price consideration for acquisitions by the Company of
businesses or assets of any third Person in bona fide transactions for
consideration per share of Common Stock (or deemed consideration per share)
equal to or greater than $2.00 (as appropriately adjusted from time to time as a
result of a stock split, stock combination or any other similar event affecting
the outstanding number of shares of Common Stock), (vi) shares of Common Stock
and Common Stock Equivalents issued on or prior to January 31, 2006 as purchase
price consideration for acquisitions by the Company of businesses or assets of
any third Person in bona fide transactions for consideration per share (or
deemed consideration per share) of Common Stock less than $2.00 (as
appropriately adjusted from time to time as a result of a stock split, stock
combination or any other similar event affecting the outstanding number of
shares of Common Stock); provided that the aggregate number of shares of Common
Stock (calculated on an As Converted Basis) that qualify as "Permitted
Securities" pursuant to this clause (vi) that are at any one time outstanding
shall not exceed 2,000,000 (as appropriately adjusted from time to time as a
result of a stock split, stock combination or any other similar event affecting
the outstanding number of shares of Common Stock), (vii) shares of Common Stock
and Common Stock Equivalents issued in consideration for the provision of bona
fide services (other than financial advisory or M&A advisory services in
connection with acquisitions by the Company of other Persons or businesses) or
debt financings (including capital leases) to the Company by non-affiliates;
provided that the aggregate number of shares of Common Stock (calculated on an
As Converted Basis) that qualify as "Permitted Securities" pursuant to this
clause (vii) that are at any time outstanding shall not exceed 500,000 (as
appropriately adjusted from time to time as a result of a stock split, stock
combination or any other similar event affecting the outstanding number of
shares of Common Stock) and (viii) the warrants to purchase Common Stock issued
to each of Banner Capital Markets and Green

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Holcomb and Fisher LLC pursuant to the Letter Agreement (as defined in the
Purchase Agreement) in connection with the transactions contemplated by the
Purchase Agreement.

                  (u) "Person" means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind.

                  (v) "Purchase Agreement" means the Securities Purchase
Agreement dated as of the date of this Warrant to which the Company and the
original Holder are parties.

                  (w) "Registration Rights Agreement" means that certain
Registration Rights Agreement entered into as of the date hereof by and among
the Company, the Holder and the other parties thereto.

                  (x) "Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

                  (y) "Securities Act" means the Securities Act of 1933, as
amended.

                  (z) "Series B Preferred" means the shares of the Company's
Series B Convertible Preferred Stock, par value $0.01 per share, issued pursuant
to the Purchase Agreement.

                  (aa) "Warrant Exercise Log" means the Warrant Exercise Log
attached to the Exercise Notice.

                  (bb) "Warrant Register" means the records to be maintained by
the Company for the purpose of tracking the registered holder of the Warrant.

                  (cc) "Warrant Shares" means the shares of Common Stock
issuable upon exercise of the Warrants issued pursuant to the Purchase
Agreement.

         2. Registration of Warrant. The Company shall register this Warrant in
the Warrant Register, in the name of the record Holder hereof from time to time.
The Holder agrees that it may not transfer this Warrant as to more than the
number of Warrant Shares remaining to be exercised as shown on the most updated
Warrant Exercise Log, and any purported transfer in excess of such number of
Warrant Shares shall have no effect. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.

         3. Registration of Transfers. The Company shall register the transfer
of any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed,
and a legal opinion as contemplated by the legend on page 1 of this Warrant, to
the Company at its address specified herein. Upon any such registration or
transfer, a New Warrant, evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Additional Warrant not so transferred, if any, shall be issued
to the transferring Holder.

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The acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of an Additional Warrant.

         4. Exercise and Duration of Warrant. This Warrant shall be exercisable
by the registered Holder at any time and from time to time on or after the date
hereof to and including 6:30 p.m. New York City time on the Expiration Date. At
6:30 p.m., New York City time, on the Expiration Date, the portion of this
Warrant not exercised prior thereto shall be and become void and of no value.
The Company may not call or redeem any portion of this Warrant without the
consent of the Holder.

         5. Delivery of Warrant Shares.

                  (a) To acquire Warrant Shares under this Warrant, the Holder
shall not be required to physically surrender this Warrant unless the aggregate
number of Warrant Shares then represented by this Warrant is being exercised.
Upon delivery of a written notice, in the form of the Exercise Notice to the
Company (together with the Warrant Exercise Log attached thereto at its address
for notice set forth herein and upon payment of the Exercise Price multiplied by
the number of Warrant Shares that the Holder intends to purchase hereunder, the
Company shall promptly (but in no event later than three (3) business days after
the Date of Exercise) issue and deliver to the Holder, a certificate
representing the number of Warrant Shares to which such exercise pertains,
which, unless otherwise required by the Purchase Agreement, shall be free of
restrictive legends. The Company shall, upon request of the Holder and
subsequent to the date on which a Registration Statement covering the resale of
the Warrant Shares has been declared effective by the Commission, use its best
efforts to deliver the Warrant Shares hereunder electronically through the
Depository Trust Corporation or another established clearing corporation
performing similar functions, if available; provided that, the Company may, but
will not be required to change its transfer agent if its current transfer agent
cannot deliver Warrant Shares electronically through the Depository Trust
Corporation.

                  (b) If by the third (3rd) business day after a Date of
Exercise the Company fails to deliver the required number of Warrant Shares in
the manner required pursuant to Section 5(a), then the Holder will have the
right to rescind such exercise.

                  (c) If by the third (3rd) business day after a Date of
Exercise the Company fails to deliver the required number of Warrant Shares in
the manner required pursuant to Section 5(a), and if after such third (3rd)
business day and prior to the receipt of such Warrant Shares, the Holder
purchases in a bona fide arm's length transaction for fair market value (in an
open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a "Buy-In"), then the Company shall
(1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue by (B) the Exercise Price and (2)
reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the
Buy-In.

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                  (d) The Company's obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company's failure to timely deliver certificates representing
Warrant Shares upon exercise of the Warrant as required pursuant to the terms
hereof.

         6. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
in a name other than that of the Holder. The Holder shall be responsible for all
other tax liability that may arise as a result of holding or transferring this
Warrant or Warrant Shares upon exercise hereof.

         7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested.
Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated Warrant to the Company as a condition precedent to the Company's
obligation to issue the New Warrant.

         8. Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and non-assessable.

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         9. Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.

                  (a) Stock Dividends and Splits. If the Company shall at any
time or from time to time effect a subdivision of the outstanding Common Stock,
the Exercise Price then in effect immediately before that subdivision shall be
proportionately decreased. If the Company shall at any time or from time to time
combine the outstanding shares of Common Stock, the Exercise Price then in
effect immediately before the combination shall be proportionately increased.
Any adjustment under this clause shall become effective at the close of business
on the date the subdivision or combination becomes effective. In the event the
Company at any time or from time to time 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 additional shares of Common Stock,
then and in each such event the Exercise Price then in effect shall be decreased
as of the time of such issuance or, in the event such a record date shall have
been fixed, as of the close of business on such record date, by multiplying the
Exercise Price then in effect by a fraction:

                           (i) the numerator of which shall be the total number
                  of shares of Common Stock issued and outstanding immediately
                  prior to the time of such issuance or the close of business on
                  such record date, and

                           (ii) the denominator of which shall be the total
                  number of shares of Common Stock issued and outstanding
                  immediately prior to the time of such issuance or the close of
                  business on such record date plus the number of shares of
                  Common Stock issuable in payment of such dividend or
                  distribution;

provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Exercise Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Exercise Price shall be adjusted
pursuant to this clause as of the time of actual payment of such dividends or
distributions. In the event the Company at any time or from time to time 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 Company other than shares of Common Stock, then and in each
such event provision shall be made so that the Holder shall receive upon
exercise of this Warrant in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the Company that it would have
received had this Warrant been exercised into Common Stock on the date of such
event and had they thereafter, during the period from the date of such event to
and including the exercise date, retained such securities receivable by them as
aforesaid during such period, giving application to all adjustments called for
during such period with respect to the rights of the Holder. If any event
requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise
Price shall be adjusted appropriately to reflect such event.

                  (b) Fundamental Transactions. If, at any time while this
Warrant is outstanding, (1) the Company effects any merger or consolidation of
the Company with or into

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another Person, (2) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (3) any tender offer or
exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (4) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (in any such case, a "Fundamental Transaction"),
then the Holder shall have the right to either (A) purchase and receive upon the
basis and upon the terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise of the Warrant,
such shares of stock, securities or assets (including cash) as would have been
issuable or payable with respect to or in exchange for a number of Warrant
Shares equal to the number of Warrant Shares immediately theretofore issuable
upon exercise of the Warrant, had such Fundamental Transaction not taken place
or (B) require the repurchase of this Warrant for a purchase price, payable in
cash within five (5) business days after such request, equal to the Black
Scholes value of the remaining unexercised portion of this Warrant on the date
of such request. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or
surviving entity and Holder to comply with the provisions of this Section 9.

                  (c) Adjustments to Exercise Price for Certain Dilutive
Issuances.

                           (i) Deemed Issue of Additional Shares of Common
                  Stock.

                                    (A) If the Company at any time or from time
                           to time after the date of the issuance of this
                           Warrant shall issue any Options or Convertible
                           Securities or shall fix a record date for the
                           determination of holders of any class of securities
                           entitled to receive any such Options or Convertible
                           Securities, then the maximum number of shares of
                           Common Stock (as set forth in the instrument relating
                           thereto, assuming the satisfaction of any conditions
                           to exercisability, convertibility or exchangeability
                           but without regard to any provision contained therein
                           for a subsequent adjustment of such number) issuable
                           upon the exercise of such Options or, in the case of
                           Convertible Securities and Options therefor, the
                           conversion or exchange of such Convertible
                           Securities, shall be deemed to be Additional Shares
                           of Common Stock issued as of the time of such issue
                           or, in case such a record date shall have been fixed,
                           as of the close of business on such record date.

                                    (B) If the terms of any Option or
                           Convertible Security, the issuance of which resulted
                           in an adjustment to the Exercise Price pursuant to
                           the terms of clause (ii) below, are revised (either
                           automatically pursuant to the provisions contained
                           therein or as a result of an amendment to such terms)
                           to provide for either (1) any increase or decrease in
                           the number of shares of Common Stock issuable upon
                           the exercise, conversion or exchange of any such
                           Option or Convertible Security or (2) any increase or
                           decrease in the consideration payable to the Company
                           upon such exercise, conversion or exchange, then,
                           effective upon such increase or decrease becoming
                           effective, the Exercise Price computed upon the

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                           original issue of such Option or Convertible Security
                           (or upon the occurrence of a record date with respect
                           thereto) shall be readjusted to such Exercise Price
                           as would have obtained had such revised terms been in
                           effect upon the original date of issuance of such
                           Option or Convertible Security. Notwithstanding the
                           foregoing, no adjustment pursuant to this clause (B)
                           shall have the effect of increasing the Exercise
                           Price to an amount which exceeds the lower of (i) the
                           Exercise Price on the original adjustment date, or
                           (ii) the Exercise Price that would have resulted from
                           any issuances of Additional Shares of Common Stock
                           between the original adjustment date and such
                           readjustment date.

                                    (C) If the terms of any Option or
                           Convertible Security, the issuance of which did not
                           result in an adjustment to the Exercise Price
                           pursuant to the terms of clause (ii) below (either
                           because the consideration per share of the Additional
                           Shares of Common Stock subject thereto was equal to
                           or greater than the Exercise Price then in effect, or
                           because such Option or Convertible Security was
                           issued before the issuance of this Warrant), are
                           revised after the issuance of this Warrant (either
                           automatically pursuant to the provisions contained
                           therein or as a result of an amendment to such terms)
                           to provide for either (1) any increase or decrease in
                           the number of shares of Common Stock issuable upon
                           the exercise, conversion or exchange of any such
                           Option or Convertible Security or (2) any increase or
                           decrease in the consideration payable to the Company
                           upon such exercise, conversion or exchange, then such
                           Option or Convertible Security, as so amended, and
                           the Additional Shares of Common Stock subject thereto
                           shall be deemed to have been issued effective upon
                           such increase or decrease becoming effective.

                                    (D) Upon the expiration or termination of
                           any unexercised Option or unconverted or unexchanged
                           Convertible Security which resulted (either upon its
                           original issuance or upon a revision of its terms) in
                           an adjustment to the Exercise Price pursuant to the
                           terms of clause (ii) below, the Exercise Price shall
                           be readjusted to such Exercise Price as would have
                           obtained had such Option or Convertible Security
                           never been issued.

                           (ii) Adjustment of Exercise Price Upon Issuance of
                  Additional Shares of Common Stock. In the event the Company
                  shall at any time after the issuance of this Warrant issue
                  Additional Shares of Common Stock (including Additional Shares
                  of Common Stock deemed to be issued pursuant to clause (i)
                  above), without consideration or for a consideration per share
                  less than the applicable Exercise Price in effect immediately
                  prior to such issue, then the Exercise Price shall be reduced,
                  concurrently with such issue, to a price (calculated to the
                  nearest one-hundredth of a cent) determined in accordance with
                  the following formula:

                                   EP(2) = EP(1) * (A + B) / (A + C)

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                  For purposes of the foregoing formula, the following
definitions shall apply:

                           "EP(2)"  shall mean the Exercise Price in effect
                                    immediately after such issue of Additional
                                    Shares of Common Stock;

                           "EP(1)"  shall mean the Exercise Price in effect
                                    immediately prior to such issue of
                                    Additional Shares of Common Stock;

                           "A"      shall mean the number of shares of Common
                                    Stock outstanding and deemed outstanding
                                    immediately prior to such issue of
                                    Additional Shares of Common Stock (treating
                                    for this purpose as outstanding all shares
                                    of Common Stock issuable upon exercise of
                                    Options outstanding immediately prior to
                                    such issue or upon conversion of Convertible
                                    Securities outstanding immediately prior to
                                    such issue);

                           "B"      shall mean the number of shares of Common
                                    Stock that would have been issued if such
                                    Additional Shares of Common Stock had been
                                    issued at a price per share equal to EP(1)
                                    (determined by dividing the aggregate
                                    consideration received by the Company in
                                    respect of such issue by EP(1)); and

                           "C"      shall mean the number of such Additional
                                    Shares of Common Stock issued in such
                                    transaction.

                           (iii) Determination of Consideration. For purposes of
                  this Section 9, the consideration received by the Company for
                  the issue of any Additional Shares of Common Stock shall be
                  computed as follows:

                                    (A) Cash and Property: Such consideration
                           shall:

                                            (1) insofar as it consists of cash,
                                    be computed at the aggregate amount of cash
                                    received by the Company, excluding amounts
                                    paid or payable for accrued interest;

                                            (2) insofar as it consists of
                                    securities and the value of such securities
                                    is not determinable by reference to a
                                    separate agreement, (A) if the securities
                                    are then traded on a securities exchange or
                                    the NASDAQ Stock Market, then the value
                                    shall be computed based on the average of
                                    the closing prices of the securities on such
                                    securities exchange or NASDAQ Stock Market
                                    over the thirty (30) day period ending on
                                    the date of receipt by the Company, (B) if
                                    the securities are actively traded
                                    over-the-counter, then the value shall be
                                    computed based on the average of the closing
                                    bid prices over the thirty (30) day ending
                                    on the date of receipt by the Company, and
                                    (C) if there is no active public market,
                                    then the value shall be computed based on
                                    the fair market

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<PAGE>

                                    value thereof on the date of receipt by the
                                    Company, as determined in good faith by the
                                    Board of Directors of the Company;

                                            (3) insofar as it consists of
                                    property other than cash or securities, be
                                    computed at the fair market value thereof at
                                    the time of such issue, as determined in
                                    good faith by the Board of Directors of the
                                    Company; and

                                            (4) in the event Additional Shares
                                    of Common Stock are issued together with
                                    other shares or securities or other assets
                                    of the Company for consideration which
                                    covers both, be the proportion of such
                                    consideration so received, computed as
                                    provided in clauses (1), (2) and (3) above,
                                    as determined in good faith by the Board of
                                    Directors of the Company.

                                    (B) Options and Convertible Securities. The
                           consideration per share received by the Company for
                           Additional Shares of Common Stock deemed to have been
                           issued pursuant to this Section 9, relating to
                           Options and Convertible Securities, shall be
                           determined by dividing:

                                            (1) the total amount, if any,
                                    received or receivable by the Company as
                                    consideration for the issue of such Options
                                    or Convertible Securities, plus the minimum
                                    aggregate amount of additional consideration
                                    (as set forth in the instruments relating
                                    thereto, without regard to any provision
                                    contained therein for a subsequent
                                    adjustment of such consideration) payable to
                                    the Company upon the exercise of such
                                    Options or the conversion or exchange of
                                    such Convertible Securities, or in the case
                                    of Options for Convertible Securities, the
                                    exercise of such Options for Convertible
                                    Securities and the conversion or exchange of
                                    such Convertible Securities, by

                                            (2) the maximum number of shares of
                                    Common Stock (as set forth in the
                                    instruments relating thereto, without regard
                                    to any provision contained therein for a
                                    subsequent adjustment of such number)
                                    issuable upon the exercise of such Options
                                    or the conversion or exchange of such
                                    Convertible Securities.

                           (iv) Multiple Closing Dates. In the event the Company
                  shall issue on more than one date Additional Shares of Common
                  Stock that are a part of one transaction or a series of
                  related transactions and that would result in an adjustment to
                  the Exercise Price pursuant to the terms of this Section 9
                  then, upon the final such issuance, the Exercise Price shall
                  be readjusted to give effect to all such issuances as if they
                  occurred on the date of the first such issuance (and without
                  additional giving effect to any adjustments as a result of any
                  subsequent issuances within such period).

                                       11
<PAGE>

                  (d) Notice of Corporate Events. If the Company (i) declares a
dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction or (iii)
authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company (but only to the extent such disclosure would not result in the
dissemination of material, non-public information to the Holder), then the
Company shall deliver to the Holder a copy of the press release or similar
public notice utilized by the Company describing the material terms and
conditions of such transaction, at least twenty (20) calendar days prior to the
applicable record or effective date on which a Person would need to hold Common
Stock in order to participate in or vote with respect to such transaction, and
the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the validity of the corporate action required to be described in such
notice. Notwithstanding the foregoing, the delivery of the notice described in
this Section 9(d) is not intended to and shall not bestow upon the Holder any
voting rights whatsoever.

                  (e) Calculations. All calculations under this Section 9 shall
be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue or sale of Common
Stock.

                  (f) Number of Warrant Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to this Section 9, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.

                  (g) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Exercise Price pursuant to this Section 9, the
Company at its expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to the Holder a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Company shall, upon the written
request at any time of the Holder, furnish or cause to be furnished to such
holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Exercise Price then in effect, and (iii) the number of
Warrant Shares and the amount, if any, of other property which then would be
received upon the exercise of this Warrant.

         10. Payment of Exercise Price. The Holder shall pay the Exercise Price
in one of the following manners:

                  (a) Cash Exercise. Payment may be made in cash or by certified
or official bank check payable to the order of the Company.

                                       12
<PAGE>

                  (b) Cashless Exercise. In lieu of payment of the Exercise
Price as provided in clause (a), the Holder may elect a cashless net exercise.
In the case of such cashless net exercise, the Holder shall surrender this
Warrant for cancellation and receive in exchange therefor the full number of
duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock as is computed using the following formula:

                                 X = Y * (A - B)
                                     ------------
                                          A

where:

         X =      the number of shares of Common Stock to be issued to the
                  Holder upon cashless exercise of this Warrant

         Y =      the total number of shares Common Stock covered by this
                  Warrant which the Holder has surrendered at such time for
                  cashless exercise (including both shares to be issued to the
                  Holder upon cashless exercise of this Warrant and shares to be
                  cancelled as payment therefor)

         A =      the Current Market Value as of the business day on which the
                  Holder surrenders this Warrant to the Company

         B =      the Exercise Price then in effect under this Warrant at the
                  time at which the Holder surrenders this Warrant to the
                  Company

For purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Common Stock issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding
period for the Common Stock shall be deemed to have commenced, on the date this
Warrant was originally issued.

         11. No Fractional Shares. No fractional shares of Warrant Shares will
be issued in connection with any exercise of this Warrant and in lieu thereof,
any fractional shares shall be rounded down to the nearest whole.

         12. 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 (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
specified in this Section 12 prior to 6:30 p.m. (New York City time) on a
business day, (b) the next business day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section 12 on a day that is not a business day or later than
6:30 p.m. (New York City time) on any business day, (c) the business day
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (d) 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

                                       13
<PAGE>

         If to a Holder:            To the address set forth next to such
                                    Holder's name on Exhibit A-II to the
                                    Purchase Agreement;

or such other address as may be designated in writing hereafter, in the same
manner, by such Person.

         13. Warrant Agent. The Company shall serve as Warrant agent under this
Warrant. Upon 30 days' notice to the Holder, the Company may appoint a new
Warrant agent. Any corporation into which the Company or any new Warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new Warrant agent shall be a party or any corporation to which
the Company or any new Warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor Warrant
agent under this Warrant without any further act. Any such successor Warrant
agent shall promptly cause notice of its succession as Warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         14. Miscellaneous.

                  (a) This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to
the preceding sentence, nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this. This Warrant may be amended only in
writing signed by the Company and the Holder and their successors and assigns.

                  (b) All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws 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 this Warrant
and the transactions herein contemplated (whether brought against a party hereto
or its respective affiliates, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in New York (the "Applicable
Courts"). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the Applicable 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 Applicable 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 Warrant 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 legal
proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall

                                       14
<PAGE>

commence a Action to enforce any provisions of this Warrant , 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.

                  (c) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  (d) In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                  (e) Subject to the provisions of Section 9 hereof, prior to
exercise of this Warrant, the holder hereof shall not, by reason of by being a
holder hereof, be entitled to any rights of a stockholder with respect to the
Warrant Shares, including (without limitation) the right to vote such Warrant
Shares, receive dividends or other distributions thereon, exercise preemptive
rights or be notified of stockholder meetings, and such holder shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.

                  (f) This Warrant may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Holder.

                               [Signatures Follow]

                                       15
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.

                                      HEALTH FITNESS CORPORATION

                                       By: _____________________________________
                                           Name:
                                           Title:

<PAGE>

                                                                       EXHIBIT A

                                 EXERCISE NOTICE
                           HEALTH FITNESS CORPORATION
                   WARRANT ORIGINALLY ISSUED NOVEMBER __, 2005
                             WARRANT NO. __________

         The undersigned hereby irrevocably elects to purchase _____________
shares of Common Stock pursuant to the above referenced Warrant, and, if such
Holder is not utilizing the cashless exercise provision set forth in Section
10(b) of the Warrant, encloses herewith $________ in cash, certified or official
bank check or checks or other immediately available funds, which sum represents
the aggregate Exercise Price for the number of Warrant Shares to which this
Exercise Notice relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.

         The undersigned requests that certificates for the Warrant Shares
issuable upon this exercise be issued in the name of __________________________.

                                            PLEASE INSERT SOCIAL SECURITY OR
                                            TAX IDENTIFICATION NUMBER___________

                         (Please print name and address)

<PAGE>

                              Warrant Exercise Log

<TABLE>
<CAPTION>
              Number of Warrant Shares      Number of Warrant Shares        Number of Warrant Shares
Date         Available to be Exercised              Exercised              Remaining to be Exercised
----         -------------------------      ------------------------       -------------------------
<S>          <C>                            <C>                            <C>
</TABLE>

<PAGE>

                           HEALTH FITNESS CORPORATION
                   WARRANT ORIGINALLY ISSUED NOVEMBER __, 2005
                             WARRANT NO. __________

                               FORM OF ASSIGNMENT

         [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase ____________ shares of Common Stock to which the within
Warrant relates and appoints ________________ attorney to transfer said right on
the books of the Company with full power of substitution in the premises.

Dated: _______________, ____

                                    _______________________________________
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant )

                                    _______________________________________
                                    Address of Transferee

                                    _______________________________________

                                    _______________________________________

In the presence of:

__________________________