EXHIBIT B

     This Warrant 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.


                                     WARRANT
                                       FOR
                             SHARES OF COMMON STOCK
                                       OF
                           HEALTH FITNESS CORPORATION


     FOR VALUE RECEIVED,  Brightbridge Fund I, L.P. or its successors or assigns
("Holder"), is hereby entitled to subscribe for and purchase from Health Fitness
Corporation,  a Minnesota  corporation  (the  "Company"),  up to Twenty Thousand
(20,000)  fully paid and  nonassessable  shares  (the  "Warrant  Shares") of the
Company's  Common  Stock,  par value $.01 per share (the  "Common  Stock") at an
exercise  price  per  share  equal to $3.00 per  share  (the  "Warrant  Exercise
Price").

     This  warrant may be  exercised  by Investor at any time prior to five year
anniversary of the date hereof.

     This warrant is subject to the following provisions, terms and conditions:

     1. (a) The rights  represented  by this warrant may be exercised by Holder,
in whole or in part,  by written  notice of exercise  substantially  in the form
attached hereto  delivered to the Company at least twenty (20) days prior to the
intended  date  of  exercise  and by the  surrender  of this  warrant  (properly
endorsed if required) at the  principal  office of the Company and upon Holder's
payment to the Company by cash,  certified  check or bank draft of the  purchase
price for such shares or by exercise of the Conversion  Right as provided in (b)
below.  The Warrant  Shares so purchased  shall be deemed to be issued as of the
close of  business  on the date on which  this  warrant  has been  exercised  by
payment to the  Company of the Warrant  Exercise  Price,  unless the  Conversion
Right has been  exercised.  Certificates  for the shares of stock so  purchased,
bearing the  restrictive  legend set forth at the end of this warrant,  shall be
delivered to Holder  within  fifteen (15) days after the rights  represented  by
this warrant shall have been so exercised, and, unless this warrant has expired,
a new warrant representing the number of Warrant Shares, if any, with respect to
which this  warrant has not been  exercised  shall also be  delivered  to Holder
hereof within such time. No fractional  shares shall be issued upon the exercise
of this warrant.
<PAGE>

     (b) In lieu of payment,  the rights represented by this warrant may also be
exercised  by a written  notice of exercise  specifying  that  Holder  wishes to
convert all of this warrant (the "Conversion  Right") into that number of shares
of Common Stock equal to the quotient  obtained by dividing (x) the value of the
shares subject to the warrant  (determined by subtracting the aggregate  warrant
exercise  price in effect  immediately  prior to the exercise of the  Conversion
Right  from the  aggregate  fair  market  value of the  shares of  Common  Stock
issuable upon exercise of this warrant  immediately prior to the exercise of the
Conversion  Right) by (y) the fair  market  value of one  share of Common  Stock
immediately  prior to the exercise of the Conversion Right. For purposes of this
section  1(b),  the  fair  market  value  of a share  of  Common  Stock  as of a
particular date (the "Determination Date") shall mean:

          (i) If the  Company's  Common  Stock is  traded on an  exchange  or is
     quoted on the Nasdaq  Stock  Market,  then the  closing or last sale price,
     respectively,  reported  for the  business day  immediately  preceding  the
     Determination Date.

          (ii) If the Company's  Common Stock is not traded on an exchange or on
     the Nasdaq  Stock  Market,  then the mean of the  closing  high bid and low
     asked  prices  reported  for the business  day  immediately  preceding  the
     Determination Date.

     2. The Company  covenants  and agrees  that all Warrant  Shares that may be
issued upon the exercise of the rights  represented by this warrant shall,  upon
issuance,  be duly authorized and issued,  fully paid and nonassessable  shares.
The Company further covenants and agrees that during the period within which the
rights  represented  by this warrant may be  exercised,  the Company will at all
times have  authorized,  and reserved for the purpose of issue or transfer  upon
exercise of the  subscription  rights  evidenced by this  warrant,  a sufficient
number of shares of its Common  Stock to provide for the  exercise of the rights
represented by this warrant.

     3. The Warrant  Exercise  Price and the number of Warrant  Shares  shall be
subject to adjustment from time to time as provided in this Section 3.

     (a) If the Company at any time divides the outstanding shares of its Common
Stock into a greater number of shares (whether pursuant to a stock split,  stock
dividend or otherwise),  and conversely, if the outstanding shares of its Common
Stock are combined into a smaller number of shares,  the Warrant  Exercise Price
in  effect   immediately   prior  to  such  division  or  combination  shall  be
proportionately  adjusted to reflect the  reduction  or increase in the value of
each such share.

     (b) If any capital  reorganization or reclassification of the capital stock
of the  Company,  or  consolidation  or  merger  of  the  Company  with  another
corporation,  or the sale of all or  substantially  all of its assets to another
corporation shall be effected in such a way that holders of the Company's Common
Stock shall be entitled to receive  stock,  securities or assets with respect to
or in exchange for such  shares,  then,  as a condition of such  reorganization,
<PAGE>

reclassification,  consolidation, merger or sale, Holder shall have the right to
purchase and receive upon the basis and upon the terms and conditions  specified
in this  warrant  and in lieu of the shares of the Common  Stock of the  Company
immediately  theretofore  purchasable  and  receivable  upon the exercise of the
rights represented  hereby,  such shares of stock, other securities or assets as
would have been issued or delivered to Holder if it had  exercised  this warrant
and had  received  such  shares of Common  Stock  prior to such  reorganization,
reclassification,  consolidation,  merger or sale.  The Company shall not effect
any such consolidation, merger or sale, unless prior to the consummation thereof
the  successor  corporation  (if other  than the  Company)  resulting  from such
consolidation  or merger or the corporation  purchasing such assets shall assume
by  written  instrument  executed  and  mailed to Holder at the last  address of
Holder  appearing  on the books of the  Company,  the  obligation  to deliver to
Holder such shares of stock,  securities  or assets as, in  accordance  with the
foregoing provisions, Holder may be entitled to purchase.

     (c) Upon each  adjustment  of the  Warrant  Exercise  Price,  Holder  shall
thereafter be entitled to purchase, at the Warrant Exercise Price resulting from
such  adjustment,  the number of shares  obtained  by  multiplying  the  Warrant
Exercise Price in effect  immediately  prior to such adjustment by the number of
shares  purchasable  pursuant  hereto  immediately  prior to such adjustment and
dividing the product  thereof by the Warrant  Exercise Price resulting from such
adjustment.

     (d) Upon any adjustment of the Warrant  Exercise  Price,  the Company shall
give written notice thereof, by first class mail, postage prepaid,  addressed to
the registered  holder of this warrant at the address of such holder as shown on
the books of the Company,  which notice shall state the Warrant  Exercise  Price
resulting  from such  adjustment  and the increase or  decrease,  if any, in the
number of shares  purchasable  at such price upon the exercise of this  warrant,
setting forth in reasonable  detail the method of calculation and the facts upon
which such calculation is based.

     (e) This  Warrant  is  issued in  connection  with a  certain  Bridge  Loan
Agreement between the Company and Holder and a Subordinated Promissory Note made
by the Company in favor of Holder, each dated as of the date hereof. In addition
to the  foregoing  adjustments,  if the Company  fails to pay such  Subordinated
Unsecured  Promissory  Note when due, the number of shares of Common Stock which
Holder shall be entitled to purchase  under this  Warrant  shall be increased by
2,500, and further increase by an additional 2,500 shares for each 60-day period
thereafter that such Subordinated  Unsecured Promissory Note remains unpaid. Any
adjustment pursuant to this subsection (e) shall not affect the Warrant Exercise
Price.

     4. This  Warrant  shall not  entitle  Holder to any voting  rights or other
rights as a shareholder of the Company.
<PAGE>

     5. Holder,  by  acceptance  hereof,  agrees to give  written  notice to the
Company before  transferring  this warrant or transferring any Warrant Shares of
Holder's  intention  to do so,  describing  briefly  the manner of any  proposed
transfer of this warrant or such Warrant  Shares.  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
warrant or disposition of Warrant Shares may be effected without registration or
qualification  (under any  federal or state law) of this  warrant or the Warrant
Shares,  the Company,  as promptly as  practicable,  shall notify Holder of such
opinion,  whereupon  Holder  shall be entitled to transfer  this warrant or such
Warrant  Shares,  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 warrant respecting the foregoing  restrictions
on transfer and disposition may be endorsed on this warrant or the  certificates
for such Warrant Shares.

     6.  Subject to the  provisions  of Section 5, this  warrant  and all rights
hereunder are transferable,  in whole or in part, at the principal office of the
Company by Holder in person or by duly  authorized  attorney,  upon surrender of
this warrant properly endorsed to any person or entity who represents in writing
that he/it is acquiring the warrant for  investment  and without any view to the
sale or other distribution  thereof.  Holder, by taking or holding this warrant,
consents  and agrees  that the bearer of this  warrant,  when  endorsed,  may be
treated by the Company and all other  persons  dealing  with this warrant as the
absolute owner hereof for any purpose and as the person entitled to exercise the
rights  represented by this warrant,  or to the transfer  hereof on the books of
the Company, any notice to the contrary notwithstanding; but until such transfer
on such books,  the Company may treat the  registered  owner hereof as the owner
for all purposes.

     7.  Neither  this  warrant  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.

     8.  Section 8 of the Bridge Loan  Agreement,  dated as of the date  hereof,
between the Company and Holder contains certain  registration  rights applicable
to the Warrant Shares.

     IN WITNESS  WHEREOF,  the Company has caused this  warrant to be signed and
delivered by a duly authorized officer as of the 26th day of August, 1997.


                                              HEALTH FITNESS CORPORATION



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



<PAGE>


NOTICE OF EXERCISE OF WARRANT --         To be Executed by the Registered Holder
                                         in Order to Exercise the Warrant

     The undersigned  hereby irrevocably elects to exercise the attached Warrant
to  purchase,  for cash  pursuant to Section  1(a)  thereof,  __________________
shares of Common Stock of Health Fitness Corporation  issuable upon the exercise
of such Warrant.  The undersigned  requests that certificates for such shares be
issued  in the name of  _______________________.  If this  Warrant  is not fully
exercised,  the undersigned  requests that a new Warrant to purchase the balance
of  shares   remaining   purchasable   hereunder   be  issued  in  the  name  of
_________________________.


Date:  _____________________            ______________________________________
                                             [name of registered Holder]


                                        ______________________________________
                                             [signature]


                                        ______________________________________
                                             [street address]


                                        ______________________________________
                                             [city, state, zip]


                                        ______________________________________
                                             [tax identification number]


<PAGE>


NOTICE OF EXERCISE OF WARRANT --       To be Executed by the Registered Holder
                                       in Order to Convert the Warrant on a
                                       Cashless Basis

     The undersigned hereby irrevocably elects to convert,  on a cashless basis,
a total of  _____________  shares of Common Stock of Health Fitness  Corporation
otherwise  purchasable  upon  exercise of the attached  Warrant into such lesser
number of shares of Common Stock as  determined  by Section 1(b) of the Warrant.
The undersigned requests that certificates for such shares be issued in the name
of  _________________________.  If this  Warrant  is not  fully  converted,  the
undersigned  requests  that a new  Warrant  to  purchase  the  balance of shares
remaining    purchasable    hereunder    be    issued    in    the    name    of
______________________________.


Date:  _____________________            _____________________________________
                                           [name of registered Holder]


                                        _____________________________________
                                           [signature]


                                        _____________________________________
                                           [street address]


                                        _____________________________________
                                           [city, state, zip]


                                        _____________________________________
                                           [tax identification number]