AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                      HEALTH FITNESS PHYSICAL THERAPY, INC.

                                        I

     The name of this corporation shall be Health Fitness Physical Therapy, Inc.

                                       II

     The  location  and post  office  address of the  registered  office of this
corporation in the State of Minnesota shall be 3600 West 80th Street, Suite 235,
Bloomington, Minnesota 55431.

                                      III.

     The aggregate  number of shares of capital stock which this  corporation is
authorized to issue is 30,000,000,  of which  25,000,000  shares shall be common
shares  with a par  value of $.01 per  share,  and of which  5,000,000  shall be
preferred shares of $.01 par value.  Authority is hereby expressly vested in the
Board of Directors of the corporation, subject to the provisions of this Article
III and to the  limitations  prescribed by law, to authorize the issue from time
to time of one or more series of preferred shares and, with respect to each such
series,  to  determine  or fix  by  resolution  or  resolutions  adopted  by the
affirmative vote of a majority of the whole Board of Directors providing for the
issue of such series the voting powers,  full or limited,  if any, of the shares
of such series and the  designations,  preferences and relative,  participating,
optional  or  other  special  rights  and  the  qualifications,  limitations  or
restrictions thereof, including, without limitation, the determination or fixing
of the rates of and terms  and  conditions  upon  which any  dividends  shall be
payable on such  series,  any terms under or  conditions  on which the shares of
such series may be redeemed,  any provision  made for the conversion or exchange
of the shares of such  series for shares of any other class or classes or of any
other  series of the same or any other  class or  classes  of the  corporation's
capital  stock,  and any rights of the holders of the shares of such series upon
the  voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
corporation.

                                       IV

     No holder of shares of any class of capital stock of the corporation  shall
be entitled to any cumulative voting rights.

                                        V

     No holder of any class of capital stock of the  corporation  shall have any
preemptive  rights to  subscribe  for,  purchase  or acquire any part of any new
stock of any class of such capital stock of the corporation.



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                                       VI

     No  director  of  the  corporation   shall  be  personally  liable  to  the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty by such  director as a director;  provided,  however,  that this Article VI
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 302A.559 of the Minnesota Business
Corporation  Act or Section 80A.23 of the Minnesota  Securities Law, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment  to or repeal of this  Article VI shall apply to or have any effect on
the  liability or alleged  liability of any director of the  corporation  for or
with respect to any acts or omissions of such director  occurring  prior to such
amendment or repeal.

                                       VII

     An action  required or  permitted  to be taken at a meeting of the Board of
Directors  of the  corporation  may be taken by a written  action  signed in the
aggregate by all of the directors  unless the action need not be approved by the
shareholders  of the  corporation,  in which case the  actions may be taken by a
written  action  signed,  or  counterparts  of a  written  action  signed in the
aggregate,  by the number of  directors  that would be required to make the same
action at a meeting of the Board of Directors of the Corporation at which all of
the directors were present.