EXHIBIT A


     This Note has not been  registered  under the Securities Act of 1933 or any
state  securities  laws and may not be  sold,  transferred,  assigned,  offered,
pledged  or  otherwise  distributed  for  value  unless  there  is an  effective
registration  statement  under such act or laws  covering  such  security or the
Company  receives  an  opinion  of  counsel  for the  holder  of  this  security
(concurred  to by counsel for the  Company)  stating  that such sale,  transfer,
assignment,   pledge  or  distribution  is  exempt  from  the  registration  and
prospectus  delivery  requirements  of  the  Securities  Act  of  1933  and  all
applicable state securities laws.

                     SUBORDINATED UNSECURED PROMISSORY NOTE

$500,000                                                 Minneapolis, Minnesota
                                                                 August 26,1997

FOR VALUE RECEIVED,  the undersigned,  Health Fitness  Corporation,  a Minnesota
corporation (the "Company"),  promises to pay to the order of Brightbridge  Fund
I, L.P., or its permitted successors and assigns ("Holder"), at Holder's address
set forth in the Loan  Agreement  (as  defined  below),  or such other  place as
Holder may  designate in writing from time to time,  the  principal  sum of Five
Hundred  Thousand  Dollars  ($500,000),  in lawful  money of the United  States,
together  with  simple  interest  from the date  hereof on the unpaid  principal
balance  outstanding  from time to time at the rate of twelve  percent (12%) per
year (calculated on the basis of the actual number of days elapsed and a 360-day
year),  subject to adjustment as described  below.  The entire unpaid  principal
balance on this Note and accrued  interest  thereon  shall be due and payable on
the earlier of (i)  November 24, 1997 (90 days after the date  hereof),  or (ii)
three  business  after the  closing  of any  private  or public  offering(s)  of
unsecured  subordinated  debt or equity  securities of the Company  resulting in
cumulative aggregate proceeds to the Company of at least $4,000,000.

     1. Bridge  Loan  Agreement.  This Note has been  issued  pursuant to and is
subject to the terms and  provisions  of the Bridge  Loan  Agreement  (the "Loan
Agreement"),  dated as of August 26, 1997,  between the Company and Holder,  and
this Note and Holder are entitled to all the  benefits  provided for in the Loan
Agreement.  The  provisions  of the Loan  Agreement are  incorporated  herein by
reference with the same force and effect as if fully set forth herein.

     2. Prepayment. This Note may be prepaid at any time without penalty.

     3. Unsecured  Note. This Note is unsecured and the Company and Holder agree
that this Note  shall not be  secured  at any time in the future by a grant of a
security interest in any assets of the Company,  whether or not those assets are
owned  by the  Company  at  this  time  or  acquired  by the  Company  on a date
subsequent to the date hereof. The provisions of this Section 3 are designed for
the  benefit of the third  party  senior  creditors  as well as the  Company and
Holder.
<PAGE>

     4.  Notification  of  Offering.  The  Company  shall  notify  Holder of the
anticipated closing of any private or public offering of unsecured  subordinated
debt or equity securities of the Company resulting in proceeds to the Company of
at least $4,000,000 at least three (3) business days prior to the date thereof.

     5.  Subordination.  The  indebtedness  evidenced  by this Note is and shall
remain  subordinate  in right of payment to all Senior Debt to the extent and in
the manner  hereinafter  set forth.  "Senior  Debt" shall mean the principal and
interest on indebtedness of the Company to financial  institutions  for borrowed
money (other than the  indebtedness  evidenced  by this Note),  and for purchase
money loans secured by real estate or personal  property used in connection with
the  business of the Company,  whether  created,  incurred or assumed  before or
after the date hereof,  except such as by its terms is expressly not superior in
right of payment of this Note,  and renewals,  extensions  and refundings of any
such indebtedness.  The subordination provisions contained in this Section 5 are
expressly  and only for the  benefit  of third  party  senior  creditors  of the
Company and shall in no way limit the rights or  remedies of Holder  against the
Company;  provided,  however,  that Holder  agrees that it will not commence any
action or  proceeding  against  the  Company to  recover  all or any part of the
indebtedness  owed to Holder by the Company as evidenced by this Note, nor shall
Holder join any other creditor in bringing any such action or proceeding against
the Company, unless and until the Senior Debt has been paid in full.

     No  payment  of  principal  or  interest  on this Note shall be made if the
Company is in default or breach,  or such  payment  would result in a default or
breach, with respect to any Senior Debt. For purposes of this paragraph, default
or breach  with  respect  to any  Senior  Debt  shall  refer to a failure of the
Company (i) to pay in full when due the  principal  of or interest or premium on
any such Senior Debt, or any portion thereof, according to its terms, or (ii) to
be in compliance with any covenant in any loan agreement,  security agreement or
related  agreement  between the Company and the holder of such Senior Debt. Upon
any  distribution  of assets  of the  Company,  upon  dissolution,  winding  up,
liquidation or reorganization of the Company, whether in bankruptcy,  insolvency
or  receivership  proceedings,  or upon an  assignment  for the  benefit  of the
Company,  or  otherwise,  Senior Debt shall first be paid in full,  or provision
made for such  payment  in cash,  before  any  payment is made on account of the
principal of or interest on this Note.  In such events,  upon payment in full of
all Senior Debt, Holder shall be subrogated ratably to all rights of such Senior
Debtors to  receive  payments  or  distributions  of the  assets of the  Company
applicable  to such Senior Debt until the principal of and interest on this Note
shall be paid in full.

     If  Holder  receives  any  payment  on the  indebtedness  owed to it by the
Company as evidenced  by this Note that Holder is not entitled to receive  under
the  provisions  of this Note,  Holder will hold the amount so received in trust
for the third  party  senior  creditors  and will turn over such  payment to the
third party senior creditors in the form received (except for the endorsement of
Holder  where  necessary)  for  application  to the  then-existing  Senior Debt,
whether or not due. If Holder  exercises any right of setoff which Holder is not
permitted to exercise  under the  provisions of this Note,  Holder will promptly
pay over to the third party senior creditors, in immediately available funds, an
amount equal to the amount of the claims or obligations offset.
<PAGE>

     Notwithstanding  the  foregoing,  payment of principal and interest on this
Note shall not be  subordinated  to the prior  payment of such Senior Debt as to
all  amounts  which  actually  are paid by the  Company  under  this Note if the
Company is not in default or breach with  respect to any Senior Debt at the time
or times such payment or payments are made.

     6. Default.  "Default" means any event which is, or after notice or passage
of time, or both,  would be, an Event of Default.  An "Event of Default"  occurs
if:

          (a) the  Company  fails to make any payment on this Note when the same
     becomes due and  payable,  and such  default  continues  for a period of 30
     days;

          (b) the Company  defaults in the payment of interest or  principal  on
     any Senior Debt and such Senior Debt shall, as a result thereof,  have been
     accelerated  (or  comparable  event shall have  occurred)  so that the same
     shall have become due and payable prior to the date on which the same would
     otherwise  have become due and payable  and such  acceleration  has been in
     effect without  rescission or annulment for a period of 30 days;  provided,
     however,  that if such  default in the payment of interest or  principal on
     any Senior  Debt shall be remedied or cured by the Company or waived by the
     holders  of such  Senior  Debt,  or if such  acceleration  shall  have been
     rescinded or annulled by the holders of such Senior Debt, then, unless this
     Note shall have been  accelerated  as provided  in this Note,  the Event of
     Default  hereunder by reason thereof shall be deemed  likewise to have been
     thereupon remedied, cured or waived without further action upon the part of
     the Holder.

     If an Event of  Default  occurs and is  continuing,  the  principal  of and
interest on this Note shall become and be  immediately  due and payable  without
any declaration or other act on the part of Holder.

     Holder  may  waive  an  existing  Default  or  Event  of  Default  and  its
consequences.  When a Default or Event of  Default  is  waived,  it is cured and
ceases.

     7. Expenses of  Enforcement.  The Company  agrees to reimburse  Holder upon
demand  for  all  reasonable   out-of-pocket   expenses,   including  reasonable
attorneys'  fees,  in  connection  with  Holder's  enforcement  of the Company's
obligations hereunder.

     8. Investment Intent.  Holder, by acceptance hereof, agrees to give written
notice to the Company before  transferring this Note of Holder's intention to do
so,  describing  briefly  the  manner of any  proposed  transfer  of this  Note.
Promptly upon  receiving such written  notice,  the Company shall present copies
thereof to counsel  for the  Company.  If, in the opinion of such  counsel,  the
proposed  transfer  of  this  Note  may  be  effected  without  registration  or
qualification  (under any federal or state law) of this Note,  the  Company,  as
promptly as practicable,  shall notify Holder of such opinion,  whereupon Holder
shall be entitled to transfer this Note, all in accordance with the terms of the
notice delivered by Holder to the Company,  provided that an appropriate  legend
in  substantially  the form set  forth at the end of this  Note  respecting  the
foregoing restrictions on transfer and disposition may be endorsed on this Note.
<PAGE>

     9.  Notices.  All  demands  and  notices  to be  given  hereunder  shall be
delivered or sent by certified mail,  return receipt  requested;  in the case of
the Company,  addressed to its  corporate  headquarters,  3500 West 80th Street,
Suite  130,  Bloomington,  Minnesota  55431-4432,  and in the  case  of  Holder,
addressed to the address  written  above,  in either  case,  until a new address
shall have been substituted by like notice.

     10.  Amendment.  Neither  this  Note nor any term  hereof  may be  changed,
waived,  discharged  or  terminated  orally but only by an instrument in writing
signed by the party against which enforcement of the change,  waiver,  discharge
or termination is sought.

     IN WITNESS  WHEREOF,  Company  has caused  this Note to be  executed on its
behalf by its duly authorized officer on the day and year first above written.

                                               HEALTH FITNESS CORPORATION

                                               By: /s/ Charles E. Bidwell
                                               Its: Chief Financial Officer