THIS SECURED CONVERTIBLE SUBORDINATED DEBENTURE AND THE COMMON STOCK
ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE BLUE SKY LAWS, AND ARE SUBJECT
TO CERTAIN INVESTMENT REPRESENTATIONS. THIS SECURED CONVERTIBLE SUBORDINATED
DEBENTURE AND SUCH UNDERLYING COMMON STOCK MAY NOT BE SOLD, OFFERED FOR SALE OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND THE APPLICABLE BLUE SKY LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY IN FORM AND SUBSTANCE TO COUNSEL FOR HEALTH FITNESS CORPORATION,
THAT SUCH TRANSACTION WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE BLUE SKY LAWS.

         THIS CONVERTIBLE SECURED SUBORDINATED DEBENTURE IS SUBJECT TO THE TERMS
OF A INTERCREDITOR AND SUBORDINATION AGREEMENT DATED FEBRUARY ______, 1999
BETWEEN THE HOLDER HEREOF AND MADELEINE, L.L.C. (THE "INTERCREDITOR AND
SUBORDINATION AGREEMENT").

                   SECURED CONVERTIBLE SUBORDINATED DEBENTURE
                           HEALTH FITNESS CORPORATION

Debenture No. ________                                           _________, 1999
                                 $______________

         1. The Debenture. Health Fitness Corporation, a Minnesota corporation
(the "Company"), for value received, hereby promises to pay to the order of
_____________________, or such holder's successors or assigns, the principal
amount of ________________________Dollars ($_______), to be repaid in full on
October 1, 1999, with interest at a rate of 16% per annum accruing on the
principal balance hereof from the date hereof until paid in full. Interest shall
be computed on the basis of a 360-day year. Payments of principal and interest
shall be made in lawful money of the United States of America at the principal
office of the Company. This Debenture is one of a series of Secured Convertible
Subordinated Debentures in an aggregate principal amount of up to $400,000 which
may be issued by the Company on or before May 1, 1999 with a Conversion Price
equal to or less than the Conversion Price of this Debenture (collectively, the
"Debentures"). Subject to the Intercreditor and Subordination Agreement, the
Company reserves the right to prepay the Debentures in whole or in part at any
time after giving the holder thirty (30) days notice of such prepayment during
which 30-day period the holders may convert the Debentures according to the
provisions of Section 6 below. Any partial prepayment of the Debentures shall be
made pro rata among all outstanding Debentures.

         If after receipt of any payment of, or proceeds applied to the payment
of, all or any part of this Debenture, the holder of this Debenture is for any
reason required to surrender such payment or proceeds to any person, because
such payment or proceeds is invalidated, declared fraudulent, set aside,
determined to be void or voidable as a preference, or a diversion of trust
funds, or for any other reason including but not limited to pursuant to the
Intercreditor and Subordination Agreement, then this Debenture or any part
thereof intended to be satisfied shall be revived and continue in full force as
if such payment or proceeds had not been received by the holder of this
Debenture and the Company shall be liable to pay to the holder of this
Debenture, and hereby does indemnify and hold harmless the holder of this
Debenture for the amount of such payment or proceeds surrendered. The provisions
of this paragraph shall be and remain effective notwithstanding any contrary
action which may have been taken by the holder of this Debenture or the
Debenture Agent (as defined below) in reliance upon such payment or proceeds,
and any such contrary action so taken shall be without prejudice to the rights
of the holder under this Debenture and shall be deemed to have been conditioned
upon such payment or proceeds having become final and irrevocable.

         2. Security Interest and Subordination. To secure the debt, liability
or obligation of the Company to each holder hereof evidenced by this Debenture
and any extensions, renewals or replacements thereof (herein referred to as the
"Obligations"), the Company hereby grants Charles E. Bidwell or his successors
or assigns, as agent for all holders of the Debentures, a security interest
(herein called the "Security Interest") in the following property (herein called
the "Collateral"):

                  (a) Inventory. All inventory of the Company, whether now owned
         or hereafter acquired and wherever located;

                  (b) Equipment. All equipment of the Company, whether now owned
         or hereafter acquired, including but not limited to all present and
         future machinery, vehicles, furniture, fixtures, manufacturing
         equipment, shop equipment, office and recordkeeping equipment, parts
         and tools, and the goods described in any equipment schedule or list
         herewith or hereafter furnished to each holder hereof by the Company
         (but no such schedule or list need be furnished in order for the
         security interest granted herein to be valid as to all of the Company's
         equipment);

                  (c) Accounts and Other Rights To Payment. Each and every right
         of the Company to the payment of money, whether such right to payment
         now exists or hereafter arises, whether such right to payment arises
         out of a sale, lease or other disposition of goods or other property by
         the Company, out of a rendering of services by the Company, out of a
         loan by the Company, out of the overpayment of taxes or other
         liabilities of the Company, or otherwise arises under any contract or
         agreement, whether such right to payment is or is not already earned by
         performance, and howsoever such right to payment may be evidenced,
         together with all other rights and interests (including all liens and
         security interests) that the Company may at any time have by law or
         agreement against any account debtor or other obligor obligated to make
         any such payment or against any of the property of such account debtor
         or other obligor; all including but not limited to all present and
         future debt instruments, chattel papers, accounts, loans and
         obligations receivable and tax refunds;

                  (d) General Intangibles. All general intangibles of the
         Company, whether now owned or hereafter acquired, including but not
         limited to applications for patents, patents, copyrights, trademarks,
         trade secrets, good will, trade names, customers lists, permits and
         franchises, and the right to use the Company's name;

         together with all substitutions and replacements for and products of
         any of the foregoing property not constituting consumer goods and
         together with proceeds of any and all of the foregoing property and, in
         the case of all tangible Collateral, together with (i) all accessions,
         (ii) all accessories, attachments, parts, equipment and repairs now or
         hereafter attached or affixed to or used in connection with any such
         goods, and (iii) all warehouse receipts, bills of lading and other
         documents of title now or hereafter covering such goods.

         The holder hereby irrevocably appoints Charles E. Bidwell as the
holder's agent for purposes of holding the Security Interest for the benefit of
all Debenture holders (the "Debenture Agent"). In the event of the death,
disability or resignation of Mr. Bidwell as the Debenture Agent, holder agrees
to use holder's best efforts to cause the holders of a majority (by principal
amount) of the outstanding Debentures to designate a successor Debenture Agent.
The Debenture Agent shall have the authority to take any and all actions on
behalf of the holders of the Debentures which the Debenture Agent deems
necessary or advisable, with the approval of holders of a majority (by principal
amount) of outstanding Debentures, with respect to the Security Interest and/or
the Intercreditor and Subordination Agreement. Holder agrees to indemnify
against, and hold the Debenture Agent harmless from, holder's pro rata portion
(based on the principal amount of Debentures owned by holder versus the
principal amount of all outstanding Debentures) of any liability, costs and
expenses (including attorneys' fees and costs) suffered or incurred by the
Debenture Agent in connection with the Debenture Agent's actions or inaction as
Debenture Agent. The holder acknowledges that Mr. Bidwell is currently the Chief
Financial Officer, and a significant shareholder, of the Company and holder
waives any conflict of interest that might be created by Mr. Bidwell's status as
such and his acting as Debenture Agent.

         The holder acknowledges and agrees that (i) the security interest
created hereby (a) is subject to, and holder agrees to become a party to and by
acceptance hereof shall be bound by, the Intercreditor and Subordination
Agreement, and (b) shall be of equal priority with the security interests
granted pursuant to the other Debentures regardless of the respective dates of
such Debentures or the perfection of such security interest and (ii) the
indebtedness evidenced hereby is subordinate in right of payment to the final
payment and satisfaction in full of all obligations of the Company to Madeleine
L.L.C. and any other "Senior Creditor" (as such term is defined in the
Intercreditor and Subordination Agreement) as set forth in the Intercreditor and
Subordination Agreement. By its acceptance hereof, holder agrees that it shall
be bound by and subject to the terms and conditions of the Intercreditor and
Subordination Agreement, without any further action. Holder agrees to execute
and deliver such other agreements as the Company or Madeleine L.L.C. may from
time to time request to evidence that holder is bound by and a party to the
Intercreditor and Subordination Agreement.

         3. Transferability. This Debenture may be converted into Common Stock
of the Company pursuant to the terms of Section 6 hereof (the "Conversion
Shares"), and this Debenture and the Conversion Shares may be transferred,
subject to the following conditions. The holder of this Debenture, by acceptance
thereof, agrees to give written notice to the Company at least ten (10) days
before transferring or converting this Debenture, or transferring any Conversion
Shares, of such holder's intent to do so, describing briefly the manner of the
proposed transfer or conversion. Promptly upon receiving such written notice,
the Company shall present copies thereof to counsel for the Company. If, in the
opinion of counsel satisfactory in form and substance to the Company, the
proposed transfer or conversion may be effected without constituting a violation
of the applicable federal and state securities laws, such holder shall be
entitled to transfer or convert this Debenture or to dispose of the Conversion
Shares received upon conversion of this Debenture as contemplated in the above
referred to notice provided by the holder to the Company, provided that an
appropriate legend may be endorsed on this Debenture or the certificates for any
of the Conversion Shares respecting restrictions on transfer thereof necessary
or advisable in the opinion of counsel satisfactory in form and substance to the
Company to prevent further transfers which would be in violation of the
securities laws or adversely affect the exemptions relied upon by the Company.
To such effect, the Company may request that the intended transferee execute an
investment and representation letter satisfactory in form and substance to the
Company. Upon transfer of this Debenture or any Conversion Shares, the
transferee, by acceptance of this Debenture or Conversion Shares, agrees to be
bound by the provisions, terms, conditions and limitations of this Debenture and
the Intercreditor and Subordination Agreement, and the investment and
representation letter, if any, required by the Company. If (a) no opinion of
counsel referred to in this Section has been provided to the Company, or (b) in
the opinion of such counsel the proposed transfer, conversion or disposition of
this Debenture or the Conversion Shares described in the holder's written notice
given pursuant to this Section may not be effected without registration or
without adversely affecting the exemptions relied upon by the Company, the
holder will limit its activities and restrict its transfer, conversion or
disposition accordingly.

         4. Exchange of Debenture. At any time at the request of any holder of
this Debenture and upon compliance with the provisions of Section 3 above and
surrender of this Debenture for such purpose to the Company at its principal
office or such other office or agency as it may authorize for such purpose, the
Company at its expense (except for any transfer tax arising out of the exchange)
shall execute and deliver in exchange therefor a new Debenture or Debentures, in
the denomination or denominations ($1,000 and integral multiples thereof only,
plus one Debenture in a lesser denomination if required) as such holder may
request, in an aggregate principal amount equal to the unpaid portion of the
principal amount of the Debenture surrendered and substantially in the form
thereof, dated as of the date of the Debenture so surrendered and payable to or
upon the order of such holder.

         5. Replacement of Debenture. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Debenture and
in the case of any such loss, theft or destruction, upon delivery of a bond of
indemnity satisfactory to the Company if requested by the Company, or in the
case of any such mutilation, upon surrender and cancellation of this Debenture,
the Company shall issue a new Debenture identical in form to the lost, stolen,
destroyed or mutilated Debenture.

         6.       Conversion of Debenture.

                  (a) Right of Conversion. Subject to and upon compliance with
         the provisions of Section 3 above and this Section, the holder of this
         Debenture or any Debentures issued in exchange for it shall have the
         right, at the holder's option, at any time after the earlier of June 1,
         1999 or the Company's notice of prepayment of this Debenture to convert
         all or any portion of the unpaid principal amount of this Debenture and
         all accrued but unpaid interest thereon to the date of conversion, into
         that number of fully paid and nonassessable shares of Common Stock
         (calculated as to each conversion to the nearest 1/100 of a share)
         obtained by the amount of this Debenture to be converted, by the
         conversion price of $0.30 per share, or such adjusted conversion price
         as provided for in this Section (the "Conversion Price"), and by
         surrender of this Debenture in whole or in part, such surrender to be
         made in the manner provided in Subsection (b) of this Section. The
         holders' right of conversion hereunder shall expire on the maturity of
         this Debenture.

                  (b) Surrender of Debenture. In order to exercise the
         conversion privilege, the holder of the Debenture to be converted in
         whole or in part shall surrender such Debenture to the Company at its
         principal office or at such other agency maintained for such purpose by
         the Company, and shall give written notice to the Company at such
         office or agency that the holder elects to convert such Debenture or
         the portion thereof specified in said notice. Such notice shall also
         state the name or names, together with address or addresses, in which
         the certificate or certificates for shares of Common Stock which shall
         be issuable on such conversion shall be issued. The Debenture
         surrendered for conversion shall, unless the shares issuable on
         conversion are to be issued in the same name as the name of the
         original holder, be accompanied by instruments of transfer, in form
         satisfactory to the Company, duly executed by each holder or his duly
         authorized attorney. As promptly as practicable after the surrender of
         such Debenture, as aforesaid, the Company shall issue and shall deliver
         at such office or agency to such holder, or on his written order, a
         certificate or certificates for the number of full shares of Common
         Stock issuable upon the conversion of such Debenture or portion thereof
         in accordance with the provisions of this Section. Any fractional
         interest in respect of a share of Common Stock arising upon such
         conversion shall be settled as provided in Subsection (c) of this
         Section. In case any Debenture shall be surrendered for partial
         conversion, the Company shall execute and deliver to or upon the
         written order of the holder of the Debenture so surrendered, at the
         expense of the Company, a new Debenture or Debentures in authorized
         denominations in an aggregate principal amount equal to the unconverted
         portion of the surrendered Debenture. Each conversion shall be deemed
         to have been effected immediately prior to the close of business on the
         date on which such Debenture shall have been surrendered and such
         notice received by the Company as aforesaid, and the person or persons
         in whose name or names any certificate or certificates for shares of
         Common Stock shall be issuable upon such conversion shall be deemed to
         have become the holder or holders of record of the shares represented
         thereby at such time. Such conversion shall be at the Conversion Price
         in effect at such time, unless the stock transfer books of the Company
         shall be closed on that date, in which event such person or persons
         shall be deemed to have become such holder or holders of record at the
         close of business on the next succeeding day on which such stock
         transfer books are open, but such conversion shall be at the Conversion
         Price in effect on the date upon which such Debentures shall have been
         surrendered and such notice received by the Company.

                  (c) Fractional Shares. No fractional shares of Common Stock
         shall be issued upon conversion of any Debenture. Instead of any
         fractional interest in a share of Common Stock which would otherwise be
         deliverable upon the conversion of any Debenture, the Company shall
         make an adjustment therefor to the nearest 1/100 of a share in cash at
         the current market price thereof on the day of conversion. If more than
         one Debenture shall be surrendered for conversion at one time by the
         same holder, the number of full shares issuable upon conversion thereof
         shall be computed on the basis of the aggregate principal amount of the
         Debentures, or specified portions thereof to be converted, so
         surrendered.

                  (d) Adjustment Upon Issue of Common Shares for a Consideration
         Less Than Conversion Price. Except for the issuance of options or
         warrants approved by the Board of Directors of the Company to
         employees, directors and consultants, if and whenever the Company shall
         issue or sell any of its Common Stock or Convertible Securities (as
         defined in Subsection (e)(i) below) for a consideration per share less
         than the Conversion Price in effect immediately prior to the time of
         such issue or sale, then, forthwith upon such issue or sale, the
         Conversion Price shall be reduced to the amount of the consideration
         per share received by the Company on such issuance or sale.

                  (e) Determination of Consideration for Issuance. For the
         purposes of subsection (d) of this section, the following provisions
         (i) through (iv), inclusive, shall also be applicable:

                           (i) Issuance of Rights to Purchase Common Stock or
                  Convertible Securities. Except for the issuance of options or
                  warrants approved by the Board of Directors of the Company to
                  employees, directors and consultants, in case at any time the
                  Company shall grant (whether directly or by assumption in a
                  merger or otherwise) any rights to subscribe for or to
                  purchase, or any options for the purchase of, Common Stock or
                  any stock or securities convertible into Common Stock (such
                  convertible stock or securities being herein called
                  "Convertible Securities") whether or not such rights or
                  options or the right to convert any such Convertible
                  Securities are immediately exercisable, and the price per
                  share at which Common Stock are issuable upon the exercise of
                  such rights or options or upon conversion of such Convertible
                  Securities (determined by dividing (aa) the total amount, if
                  any, received or receivable by the Company as consideration
                  for the granting of such rights or options, plus the minimum
                  aggregate amount of additional consideration payable to the
                  Company upon the exercise of such rights or options, plus, in
                  the case of such rights or options which relate to Convertible
                  Securities, the minimum aggregate amount of additional
                  consideration, if any, payable upon the issue or sale of such
                  Convertible Securities and upon the conversion thereof, by
                  (bb) the total maximum number of shares of Common Stock
                  issuable upon the exercise of such rights or options or upon
                  the conversion of all such Convertible Securities issuable
                  upon the exercise of such rights or options) shall be less
                  than the Conversion Price in effect immediately prior to the
                  time of the granting of such rights or options, then the total
                  maximum number of shares of Common Stock issuable upon the
                  exercise of the rights or options or upon conversion of the
                  total maximum amount of such Convertible Securities issuable
                  upon the exercise of such rights or options shall (as of the
                  date of granting of such rights or options) be deemed to have
                  been issued for such price per share. Except as provided in
                  subsection (f) below, no further adjustments of the Conversion
                  Price shall be made upon the actual issue of such Common Stock
                  or of such Convertible Securities upon exercise of such rights
                  or options or upon the actual issue of such Common Stock upon
                  conversion of such Convertible Securities.

                           (ii) Issuance of Convertible Securities. Except for
                  the issuance of options or warrants approved by the Board of
                  Directors of the Company to employees, directors and
                  consultants, in case the Company shall issue (whether directly
                  or by assumption in a merger or otherwise) or sell any
                  Convertible Securities, whether or not the rights to convert
                  thereunder are immediately exercisable, and the price per
                  share for which Common Stock are issuable upon such conversion
                  (determined by dividing (aa) the total amount received or
                  receivable by the Company as consideration for the issue or
                  sale of such Convertible Securities, plus the minimum
                  aggregate amount of additional consideration, if any, payable
                  to the Company upon the conversion thereof, by (bb) the total
                  maximum number of shares of Common Stock issuable upon the
                  conversion of all such Convertible Securities) shall be less
                  than the Conversion Price in effect immediately prior to the
                  time of such issue or sale, then the total maximum number of
                  shares of Common Stock issuable upon conversion of all such
                  Convertible Securities shall (as of the date of the issue or
                  sale of such Convertible Securities) be deemed to be
                  outstanding and to have been issued for such price per share,
                  provided that (x) except as provided in subsection (f) below,
                  no further adjustments of the Conversion Price shall be made
                  upon the actual issue of such Common Stock upon conversion of
                  such Convertible Securities, and (y) if any such issue or sale
                  of such Convertible Securities is made upon exercise of any
                  rights to subscribe for or to purchase or any option to
                  purchase any such Convertible Securities for which adjustments
                  of the Conversion Price have been or are to be made pursuant
                  to other provisions of this subsection (e), no further
                  adjustment of the Conversion Price shall be made by reason of
                  such issue or sale. Without limitation of the foregoing, if
                  additional Debentures are issued having a Conversion Price
                  less than the Conversion Price of this Debenture, then the
                  Conversion Price of this Debenture shall be reduced to equal
                  the Conversion Price of such newly issued Debenture.

                           (iii) Determination of Amount of Consideration
                  Received. In case any Common Stock or Convertible Securities
                  or any rights or options to purchase any Common Stock or
                  Convertible Securities shall be issued or sold for cash, the
                  consideration received therefor shall be deemed to be the
                  amount received by the Company therefor, without deduction
                  therefrom of any expenses incurred or any underwriting
                  commissions, discounts or concessions paid or allowed by the
                  Company in connection therewith. In case any Common Stock or
                  Convertible Securities or any rights or options to purchase
                  any Common Stock or Convertible Securities shall be issued or
                  sold for a consideration other than cash, the amount of the
                  consideration other than cash received by the Company shall be
                  deemed to be the fair value of such consideration as
                  determined in good faith by the Board of Directors of the
                  Company, without deduction of any expenses incurred or any
                  underwriting commissions, discounts or concessions paid or
                  allowed by the Company in connection therewith. In case any
                  Common Stock or Convertible Securities or any rights or
                  options to purchase Common Stock or Convertible Securities
                  shall be issued in connection with any merger or consolidation
                  in which the Company is the surviving corporation, the amount
                  of consideration therefor shall be deemed to be the fair value
                  as determined in good faith by the Board of Directors of the
                  Company of such portion of the assets and business of the
                  non-surviving corporation or corporations as such Board shall
                  have determined to be attributable to such Common Stock,
                  Convertible Securities, rights or options as the case may be.

                           (iv) Record Date Deemed Issuance Date. In case the
                  Company shall take a record of the holders of its Common Stock
                  for the purpose of entitling them (aa) to receive a dividend
                  or other distribution payable in Common Stock or in
                  Convertible Securities, or in any rights or options to
                  purchase Common Stock or Convertible Securities, or (bb) to
                  subscribe for or purchase Common Stock or Convertible
                  Securities, then such record date shall be deemed to be the
                  date of the issue or sale of the Common Stock deemed to have
                  been issued or sold upon the declaration of such dividend or
                  the making of such other distribution or the date of the
                  granting of such rights of subscription or purchase, as the
                  case may be; provided, however, that in the event that any
                  such dividend or other distribution is not in fact effected,
                  or in the event that the Common Stock or Convertible
                  Securities thus subscribed for are not in fact purchased, any
                  adjustment in the Conversion Price made as a result of the
                  declaration of such dividend or the making of such other
                  distribution or the granting of such rights of subscription or
                  purchase, as the case may be, shall be reversed.

                  (f) Adjustment Upon Change in Option or Conversion Price. Upon
         the happening of any of the following events, namely, if the purchase
         price provided for in any rights or options referred to in clause (i)
         of subsection (e), the additional consideration, if any, payable upon
         the conversion of Convertible Securities referred to in clause (i) or
         (ii) of subsection (e), or the rate at which any Convertible Securities
         referred to in clause (i) or (ii) of subsection (e) are convertible
         into Common Stock shall change (other than under or by reason of
         provisions designed to protect against dilution), the Conversion Price
         in effect at the time of such event shall forthwith be increased or
         decreased to the Conversion Price which would have been obtained had
         the adjustments made upon the issuance of such rights, options or
         Convertible Securities been made upon the basis of (i) the issuance of
         the number of shares of Common Stock theretofore actually delivered
         upon the exercise of such options or rights or upon the conversion of
         such Convertible Securities, and the total consideration received
         therefor, and (ii) the issuance at the time of such change of any such
         options, rights or Convertible Securities then still outstanding for
         the consideration, if any, received by the Company therefor and to be
         received on the basis of such changed price; and on the expiration of
         any such option or right or the termination of any such right to
         convert such Convertible Securities, the Conversion Price then in
         effect hereunder shall forthwith be adjusted to the Conversion Price
         which would have obtained had the adjustments made upon the issuance of
         such rights or options or Convertible Securities been made upon the
         basis of the issuance of the Common Stock theretofore actually
         delivered (and the total consideration received therefor) upon the
         exercise of such rights or options or upon the conversion of such
         Convertible Securities. If the purchase price provided for in any such
         right or option referred to in clause (i) of subsection (e) or the rate
         at which any Convertible Securities referred to in clause (i) or clause
         (ii) of subsection (e) are convertible into Common Stock shall decrease
         at any time under or by reason of provisions with respect thereto
         designed to protect against dilution, then in case of the delivery of
         Common Stock upon the exercise of any such right or option or upon
         conversion of any such Convertible Securities, the Conversion Price
         then in effect hereunder shall forthwith be decreased to such
         Conversion Price as would have obtained had the adjustments made upon
         the issuance of such right, option or Convertible Securities been made
         upon the basis of the issuance of (and the total consideration received
         for) the Common Stock delivered as aforesaid.

                  (g) Adjustment for Splits or Combinations. The Conversion
         Price shall also be adjusted from time to time such that, in case the
         Company shall hereafter: (1) pay a dividend or make a distribution on
         its Common Stock in shares of Common Stock, (2) subdivide its
         outstanding shares of Common Stock into a greater number of shares, (3)
         combine its outstanding shares of Common Stock into a smaller number of
         shares, or (4) issue by reclassification of its Common Stock any shares
         of capital stock of the Company, the Conversion Price in effect
         immediately prior to such action shall be adjusted so that the holder
         of any Debenture thereafter surrendered for conversion into Common
         Stock shall be entitled to receive the number of shares of Common Stock
         or other capital stock of the Company which he would have owned
         immediately following such action had such Debenture been converted
         immediately prior thereto. An adjustment made pursuant to this
         subsection shall become effective immediately after the record date in
         the case of a dividend or distribution and shall become effective
         immediately after the effective date in the case of a subdivision,
         combination or reclassification. If, as a result of an adjustment made
         pursuant to this subsection, the holder of any Debenture thereafter
         surrendered for conversion shall become entitled to receive shares of
         two or more classes of capital stock or shares of Common Stock and
         other capital stock of the Company, the Board of Directors (whose good
         faith determination shall be conclusive) shall determine the allocation
         of the adjusted Conversion Price between or among shares of such
         classes of capital stock or shares of Common Stock and other capital
         stock. All calculations under this subsection shall be made to the
         nearest cent or to the nearest 1/100 of a share, as the case may be. In
         the event that at any time as a result of an adjustment made pursuant
         to this subsection, the holder of any Debenture thereafter surrendered
         for conversion shall become entitled to receive any shares of the
         Company other than shares of Common Stock, thereafter the Conversion
         Price of such other shares so receivable upon conversion of any
         Debenture shall be subject to adjustment from time to time in a manner
         and on terms as nearly equivalent as practicable to the provisions with
         respect to Common Stock contained in this Section.

                  (h) Adjustment for Mergers. In case of any consolidation or
         merger to which the Company is a party other than a merger or
         consolidation in which the Company is the continuing corporation, or in
         case of any sale or conveyance to another corporation of the property
         of the Company as an entirety or substantially as an entirety, or in
         the case of any statutory exchange of securities with another
         corporation (including any exchange effected in connection with a
         merger of a third corporation into the Company), there shall be no
         adjustment under Subsection (d) of this Section above but the holder of
         each Debenture then outstanding shall have the right thereafter to
         convert such Debenture into the kind and amount of shares of stock and
         other securities and property which he would have owned or have been
         entitled to receive immediately after such consolidation, merger,
         statutory exchange, sale or conveyance had such Debenture been
         converted immediately prior to the effective date of such
         consolidation, merger, statutory exchange, sale or conveyance and in
         any such case, if necessary, appropriate adjustment shall be made in
         the application of the provisions set forth in this Section with
         respect to the rights and interest thereafter of any holders of the
         Debenture, to the end that the provisions set forth in this Section
         shall thereafter correspondingly be made applicable, as nearly as may
         reasonably be, in relation to any shares of stock and other securities
         and property thereafter deliverable on the conversion of the Debenture.
         The provisions of this subsection shall similarly apply to successive
         consolidations, mergers, statutory exchanges, sales or conveyances.

                  (i) Notice of Adjustment of Conversion Prices. Upon any
         adjustment of the Conversion Price, then and in each such case the
         Company shall give written notice thereof as set forth in Section 11
         hereof, which notice shall state the Conversion Price resulting from
         such adjustment and the increase or decrease, if any, in the number of
         shares receivable at such price upon the conversion, setting forth in
         reasonable detail the method of calculation and the facts upon which
         such calculation is based.

                  (j) Reservation of Common Stock. The Company covenants that it
         will at all times reserve and keep available out of its authorized but
         unissued Common Stock, solely for the purpose of delivering upon
         conversion of this Debenture as herein provided, such number of shares
         of Common Stock as shall them be deliverable upon the conversion of
         this Debenture.

                  (k) Definition of Common Stock. For the purposes of the
         foregoing subsections (a) through (k), the term "Common Stock" shall
         include all shares of capital stock authorized by the Company's
         Articles of Incorporation, as from time to time amended, which are not
         limited to a fixed sum or percentage of the par value in respect to the
         right of the holders thereof to participate in dividends or in the
         distribution of assets upon the voluntary or involuntary liquidation,
         dissolution, bankruptcy proceeding or winding up of the Company.

         7. Events of Default. Each of the following events shall be an Event of
Default ("Event of Default") for purposes of this Debenture:

                  (a) Convertible Debenture Terms. The Company defaults in the
         due and punctual performance or observance of any material terms
         contained in this Debenture, including, without limitation, the failure
         to pay principal and interest when due, and such default continues for
         a period of thirty (30) consecutive days after written notice thereof
         to the Company by any holder of this Debenture or Common Stock issued
         upon conversion of this Debenture; except that any default occurring
         due to the failure of the Company to act in accordance with Section 1
         hereof will result in an immediate default by the Company and such
         default may be waived by the holders of a majority of the total
         principal amount of all of the then outstanding Debentures; or

                  (b) Insolvency Matters. The Company makes an assignment for
         the benefit of creditors, or admits in writing its inability to pay its
         debts as they become due, or files a voluntary petition in bankruptcy,
         or is adjudicated a bankrupt or insolvent, or files any petition or
         answer seeking for itself any reorganization, arrangement, composition,
         readjustment, liquidation, dissolution or similar relief under any
         present or future statute, law or regulation, or files any answer
         admitting or fails to deny the material allegations of a petition filed
         against the Company for any such relief, or seeks or consents to or
         acquiesces in the appointment of any trustee, receiver or liquidator of
         the Company or all or any substantial part of the properties of the
         Company, or the Company or its directors or majority stockholders take
         any action looking to the dissolution or liquidation of the Company.

         8. Remedies on Default. Upon the occurrence of an Event of Default as
described under Section 7 hereof, then, subject to the terms and provisions of
the Intercreditor and Subordination Agreement, the holder shall have the right,
subject to approval of the holders of a majority of the principal amount of the
Debentures outstanding, to:

                  (a) declare the principal amount hereof and all accrued but
         unpaid interest thereon through the date of the Company's full payment
         hereof, to be immediately due and payable upon written notice from the
         holder to the Company;

                  (b) exercise and enforce any or all rights and remedies
         available upon default to a secured party under the Uniform Commercial
         Code;

                  (c) exercise or enforce any or all other rights or remedies
         available to each holder hereof by law or agreement against the
         Collateral, against the Company or against any other person or
         property. The holder is hereby granted a nonexclusive, worldwide and
         royalty-free license to use or otherwise exploit all trademarks, trade
         secrets, franchises, copyrights and patents of the Company that the
         holder hereof deems necessary or appropriate to the disposition of any
         Collateral in connection with the enforcement of such holder's remedies
         on default.

         9.       Registration Rights.

                  (a) Piggyback Registration Rights. If at any time during the
         two-year period following conversion of this Convertible Debenture, the
         Company proposes to register under the 1933 Act (except by a Form S-4
         or Form S-8 Registration Statement or any successor forms thereto), any
         of its equity securities or debt with equity features, it will give
         written notice to the holder of the Common Stock underlying this
         Debenture of its intention to do so and, on the written request of any
         such holder given within twenty (20) days after receipt of any such
         notice (which request shall specify the interest in such shares of
         Common Stock intended to be sold or disposed of by such holder and
         describe the nature of any proposed sale or other disposition thereof),
         the Company will use its best efforts to cause all such shares, the
         holder of which shall have requested the registration or qualification
         thereof, to be included in such registration statement proposed to be
         filed by the Company; provided, however, that if a greater number of
         shares is offered for participation in the proposed offering than in
         the reasonable opinion of the managing underwriter of the proposed
         offering can be accommodated without adversely affecting the proposed
         offering, then the amount of shares proposed to be offered by such
         holder for registration, as well as the number of securities of any
         other selling shareholders participating in the registration, shall be
         proportionately reduced to a number deemed satisfactory by the managing
         underwriter.

                  (b) Expenses. With respect to each inclusion of securities in
         a registration statement pursuant to this Section 9, the Company shall
         bear the following fees, costs, and expenses: all registration, filing
         and NASD fees, printing expenses, fees and disbursements of counsel and
         accountants for the Company, fees and disbursements of counsel for the
         underwriter or underwriters of such securities (if the Company is
         required to bear such fees and disbursements), all internal expenses,
         the premiums and other costs of policies of insurance against liability
         arising out of the public offering, and legal fees and disbursements
         and other expenses of complying with state securities laws of any
         jurisdictions in which the securities to be offered are to be
         registered or qualified. Fees and disbursements of special counsel and
         accountants for the selling holders, underwriting discounts and
         commissions, and transfer taxes for selling holders and any other
         expenses relating to the sale of securities by the selling holders not
         expressly included above shall be borne by the selling holders.

                  (c) Indemnification. The Company hereby indemnifies each of
         the holders of the shares of Common Stock underlying this Debenture,
         and the officers and directors, if any, who control such holders,
         within the meaning of Section 15 of the 1933 Act, against all losses,
         claims, damages, and liabilities caused by (1) any untrue statement or
         alleged untrue statement of a material fact contained in any
         Registration Statement or Prospectus (and as amended or supplemented if
         the Company shall have furnished any amendments thereof or supplements
         thereto), any Preliminary Prospectus or any state securities law
         filings; (2) any omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading except insofar as such losses,
         claims, damages or liabilities are caused by any untrue statement or
         omission contained in information furnished in writing to the Company
         by such holder expressly for use therein; and each such holder by its
         acceptance hereof severally agrees that it will indemnify and hold
         harmless the Company, each of its officers who signs such Registration
         Statement, and each person, if any, who controls the Company, within
         the meaning of Section 15 of the 1933 Act, with respect to losses,
         claims, damages or liabilities which are caused by any untrue statement
         or omission contained in information furnished in writing to the
         Company by such holder expressly for use therein.

         10. Modification and Waiver. No purported amendment, modification or
waiver of any provision hereof shall be binding unless set forth in a written
document signed by the Company and the holder of this Debenture or Common Stock
issued upon conversion of this Debenture (in the case of amendments or
modifications) or by the party to be charged thereby (in the case of waivers).
Any waiver shall be limited to the provision hereof in the circumstances or
events specifically made subject thereto, and shall not be deemed a waiver of
any other term hereof or of the same circumstance or event upon any reoccurrence
thereof.

         11. Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given, when received, if personally delivered or delivered by telex,
telegram or telecopy, or five (5) days after depositing in the U.S. Mails for
delivery by first class mail, postage prepaid and addressed as provided below,
(a) if to any holder of this Debenture or Common Stock issued upon conversion of
this Debenture, addressed to such holder at its address as shown on the books of
the Company, or at such other address as such holder may specify by written
notice to the Company, or (b) if to the Company at 3500 West 80th Street, Suite
130, Minneapolis, Minnesota 55431, Attention: President, or at such other
address as the Company may specify by written notice to the holders of this
Debenture or Common Stock issued upon conversion of this Debenture.

         12. Successors and Assigns. All the terms and provisions of this
Debenture shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the Company and each holder of this
Debenture, whether or not so expressed.

         13. Applicable Law. The laws of the State of Minnesota shall govern the
validity of this Debenture, the construction of its terms and the interpretation
of the rights and duties of the Company and each holder of this Debenture.

         14. Waiver of Demand, Presentment and Notice of Dishonor. The
undersigned and each endorser or guarantor hereof hereby waives demand,
presentment, protest, notice of protest and notice of dishonor.

         15. Corporate Obligation. The obligation evidenced by this Debenture is
an obligation of the Company only.



         IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
by its duly authorized officer as of the date first written above.

                                      HEALTH FITNESS CORPORATION.



                                      By:     
                                             Loren S. Brink, President and Chief
                                             Executive Officer