AMENDMENT NO. 12 TO LOAN AND SECURITY AGREEMENT


                                                                   July __, 1999


Health Fitness Corporation
3500 West 80th Street, Suite 130
Bloomington, Minnesota 55431

         Re:      Sale of Assets of Health Fitness Corporation

Ladies and Gentlemen:

         Ableco Finance LLC, The Long Horizons Overseas Fund, Ltd., Styx
Partners, L.P. and Styx International, Ltd., as direct or indirect assignees of
Madeleine L.L.C. (individually and collectively, "Lender") and Health Fitness
Corporation ("Borrower") have entered into certain financing arrangements as set
forth in the Loan and Security Agreement, dated February 17, 1998 by and among
Lender, Borrower and Health Fitness Rehab, Inc., The Preferred Companies, Inc.,
Health Fitness Rehab of Iowa, Inc., Duffy & Associates Physical Therapy Services
Corp., Medlink Corporation, Medlink Services, Inc., Fitness Centers of America,
Sports & Orthopedic Physical Therapy, Inc., Midlands Physical Therapy, Inc. and
International Fitness Club Network, Inc. (collectively, "Guarantors"), as
amended pursuant to Amendment No. 1 to Loan and Security Agreement, dated
February 28, 1998, by and among Lender, Borrower and Guarantors, Amendment No. 2
to Loan and Security Agreement, dated June 4, 1998, by and among Lender,
Borrower and Guarantors, Amendment No. 3 to Loan and Security Agreement, dated
June 26, 1998, by and among Lender, Borrower and Guarantors, Amendment No. 4 to
Loan and Security Agreement, dated September 10, 1998, by and among Lender,
Borrower and Guarantors, Amendment No. 5 to Loan and Security Agreement, dated
November 2, 1998, by and among Lender, Borrower and Guarantors, Amendment No. 6
to Loan and Security Agreement, dated January 8, 1999, by and among Lender,
Borrower and Guarantors, Amendment No. 7 to Loan and Security Agreement, dated
February 26, 1999, by and among Lender, Borrower and Guarantors, Amendment No. 8
to Loan and Security Agreement, dated as of March 12, 1999, by and among Lender,
Borrower and Guarantors, Consent and Amendment No. 9 to Loan and Security
Agreement, dated as of May 10, 1999, by and among Lender, Borrower and
Guarantors, Consent and Amendment No. 10 to Loan and Security Agreement, dated
May 24, 1999, by and among Lender, Borrower and Guarantors, as amended by a
letter agreement dated as of June 1, 1999, by and among Lender, Borrower and
Guarantors and Consent and Amendment No. 11 to Loan and Security Agreement,
dated as of June 30, 1999, by and among Lender, Borrower and Guarantors (and
together with all supplements thereto and as the same may hereafter be further
amended, modified, supplemented, extended, renewed, restated or replaced, the
"Loan Agreement") and other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection therewith or
related thereto, including this letter agreement (all of the foregoing, together
with the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Financing Agreements").


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         Borrower and Guarantors have requested that Lender extend the Final
Maturity Date to October 16, 1999 and Lender is willing to extend the Final
Maturity Date to October 16, 1999, subject to the terms and conditions set forth
herein.

         In consideration of the foregoing, and other good and valuable
consideration, the parties hereto agree as follows:

         1. Definitions. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein, including, but not limited to, those
terms used and/or defined in the recitals above, shall have the respective
meanings assigned to such terms in the Loan Agreement.

         2. Final Maturity Date. Section 1.38 of the Loan Agreement is hereby
amended by deleting the reference therein to "July 17, 1999" and substituting
therefor "October 16, 1999".

         3. Conditions Precedent. The effectiveness of the amendment contained
in Section 2 hereof is subject to the satisfaction of each of the following
conditions precedent in a manner satisfactory to Lender:

                (a) Lender shall have received an original of this Amendment,
duly authorized, executed and delivered by Borrower and Guarantors; and

                (b) as of the date hereof, no Event of Default, or event, act or
condition which with notice or passage of time or both would constitute an Event
of Default, shall exist or have occurred.

         4. Effect of this Amendment. Except for the amendment expressly
provided herein, no other changes or modifications to the Financing Agreements
are intended or implied and in all other respects the Financing Agreements are
hereby specifically ratified, restated and confirmed by all parties hereto as of
the date hereof. To the extent of conflict between the terms of this Amendment
and the other Financing Agreements, the terms of this Amendment shall control.
Any acknowledgment or consent contained herein shall not be construed to
constitute a consent to any other or further action by Borrower or any Guarantor
or to entitle Borrower or any Guarantor to any other consent.

         5. Fee. As partial consideration for Lender entering into this
Amendment, Borrower shall pay to Lender a fee in the amount of $15,000, which
shall be fully earned and payable as of the date hereof.

<PAGE>

         6. Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary or
proper to effectuate the provisions and purposes of this Amendment.

         7. Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York (without giving effect to
principles of conflicts of law or choice of law).

         8. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart hereof signed by each of the
parties hereto.

                                           Very truly yours,

                                           ABLECO FINANCE LLC, for itself
                                            and as agent

                                           By:

                                           Title:


AGREED:

HEALTH FITNESS CORPORATION
HEALTH FITNESS REHAB, INC.
DUFFY & ASSOCIATES PHYSICAL
 THERAPY SERVICES CORP.
THE PREFERRED COMPANIES, INC.
MEDLINK CORPORATION
HEALTH FITNESS REHAB OF IOWA, INC.
MEDLINK SERVICES, INC.
FITNESS CENTERS OF AMERICA
SPORTS & ORTHOPEDIC PHYSICAL THERAPY, INC.
INTERNATIONAL FITNESS CLUB NETWORK, INC.
MIDLANDS PHYSICAL THERAPY, INC.

By:

Title: