EMPLOYMENT AGREEMENT

Parties:          Health Fitness Corporation ("HFC")
                  3500 West 80th Street, Suite 130
                  Minneapolis, MN 55431

                  Loren S. Brink ("Brink")
                  9635 Bennett Place
                  Eden Prairie,  MN 55347

Date:             June 30, 1999

Recitals:

A.       HFC and Brink are parties to an Executive Employment Agreement entered
         into May 22, 1997 (the "1997 Agreement").

B.       HFC and Brink wish to revise the terms of Brink's employment and to
         replace the 1997 Agreement with this Agreement.

C.       Brink is willing to incur an obligation not to compete with HFC in the
         future in order to obtain an up front payment.

Agreements:

1.       Termination of 1997 Agreement. The 1997 Agreement is hereby terminated
         without further obligation by either party under the terms of such 1997
         Agreement with the exception that confidential information which was
         the subject of such 1997 Agreement shall be subject to the applicable
         provisions of this Agreement. In connection with such termination,
         Brink hereby resigns as President and Chief Executive Officer of HFC.

2.       Employment. Upon the terms and conditions set forth in this Agreement,
         HFC hereby employs Brink as President of its Consulting and Corporate
         Development Division (the "Division"), and Brink accepts such
         employment.

3.       Duties. Brink shall devote his full-time and best efforts to HFC and
         shall fulfill the duties of his position which shall be to promote the
         sales and marketing of the Division and to perform such other functions
         as may be assigned to him by the CEO of HFC or the CEO's designee.

4.       Term. Subject to the provisions of Section11 hereof, Brink's employment
         pursuant to this Agreement shall commence on the date hereof
         ("Employment Date") and continue through December 31, 2001, but shall
         be automatically extended, unless otherwise terminated in accordance
         herewith, for consecutive one year terms on each January 1 thereafter,
         unless either party gives written notice to the other of termination in
         accordance herewith.


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5.       Compensation.

         (a) Base Salary. For the balance of calendar year 1999, HFC shall pay
         Brink a base salary at an annual rate of $130,000, payable in
         accordance with the existing payroll practices of HFC ("Base Salary").
         In subsequent years, Brink's Base Salary shall be established through
         negotiation with the CEO and the Compensation Committee of the Board of
         Directors of HFC at an annual rate of not less than $130,000.

         (b) Performance Bonus. Brink shall be paid a cash bonus equal to 10% of
         the "profit margin" on all customer contracts closed by Brink during
         the first year of the terms of such contracts. "Profit margin" for
         purposes of this provision shall mean net sales minus center expenses
         and division expenses and shall be equal to that which is known at HFC
         as division contribution.

         (c) Option Grants. Brink shall be eligible for grants of options at the
         discretion of HFC's Board of Directors based upon the board's
         evaluation of his performance. All options currently held by Brink
         shall remain in full force and effect in accordance with their
         respective terms.

         (d) Fringe Benefits. In addition to the Base Salary and performance
         bonus as provided above:

                  (i) Automobile. Brink shall be entitled to an automobile
                  allowance of $750 per month throughout the term of his active
                  employment pursuant to this Agreement or the lease of a
                  suitable automobile; from such allowance Brink shall pay all
                  costs associated with maintenance, operation and insurance of
                  the automobile and HFC shall not be responsible for paying any
                  mileage allowance or other amount.

                  (ii) Vacation. Brink shall be entitled to paid vacation each
                  calendar year in accordance with HFC's policies. All unused
                  paid vacation shall accumulate, provided that any unused
                  portion carried into a subsequent year shall not exceed an
                  aggregate of four calendar weeks.

                  (iii) Medical Exam. Brink, during the period of his
                  employment, shall receive an annual medical or personal health
                  examination or treatment at a facility of his choice at a cost
                  to HFC of up to $1,000 which HFC will pay to the provider if
                  the examination is not fully covered by Brink's health
                  insurance.

                  (iv) Life and Long-Term Disability Insurance. HFC shall
                  maintain life and long-term disability insurance on Brink in
                  amounts and on terms and conditions consistent with past
                  practice and with that provided to other employees of HFC of a
                  similar level of authority and compensation. All benefits
                  related to insured benefit programs shall be payable only by
                  the insurance carriers subject to terms and conditions of
                  applicable policies and HFC shall have no obligations to pay
                  any such benefits.


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                  (v) Country Club Membership. Brink, during the term of his
                  employment pursuant to this Agreement, shall be entitled to
                  maintain a country club membership for use primarily in
                  entertaining customers, employees and vendors of HFC. HFC
                  shall be responsible for the payment of all dues relating to
                  such membership, as well as all ordinary and necessary
                  expenses related to the use of such membership for business
                  purposes.

                  (vi) Other Benefits. Brink shall be entitled during the term
                  of his employment to participate in all other benefit programs
                  offered by HFC to its full-time employees.

                  (vii) Financial Counseling. Brink shall be entitled to receive
                  a one-time payment of $1,000 in reimbursement of fees for
                  personal financial counseling.

6.       Business Expenses. HFC shall, in accordance with, and to the extent of,
         its policies in effect from time to time, pay or reimburse Brink for
         all customary business expenses (including country club expenses as
         specified above) incurred by Brink in performing his duties as an
         employee of HFC, provided that Brink incurs all such expenses in
         accordance with the policies of HFC as revised from time to time and
         that he promptly accounts for such expenses in the manner prescribed by
         HFC.

7.       Special Compensation Payments. In response to Brink's requests for
         immediate additional cash and in consideration of Brink's covenant not
         to compete with HFC contained in Section 10 of this Agreement, HFC
         agrees to pay Brink the sum of $180,000, less all applicable income and
         payroll tax withholdings. One-half of such amount shall be paid upon
         execution of this Agreement and one-half shall be paid 30 days later.

8.       Confidential Information.

         (a) For purposes of this Section 8, the term "Confidential Information"
         means information which is not generally known and which is proprietary
         to HFC, including: (i) trade secret information about HFC and its
         services; and (ii) information relating to the business of HFC as
         conducted at any time within the previous five (5) years or anticipated
         to be conducted by HFC, and to any of its past, current or anticipated
         products, including, without limitation, information about HFC's
         research, development, services, purchasing, accounting, engineering,
         marketing, selling, leasing or servicing. All information which Brink
         has a reasonable basis to consider Confidential Information or which is
         treated by HFC as being Confidential Information shall be presumed to
         be Confidential Information, whether originated by Brink, or by others,
         and without regard to the manner in which Brink obtains access to such
         information.


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         (b) Brink will not during the term of this Agreement and following the
         expiration or termination of this Agreement, use or disclose any
         Confidential Information to any person not employed by HFC without the
         prior written authorization of HFC and will use reasonably prudent care
         to safeguard, protect and to prevent the unauthorized disclosure of,
         all such Confidential Information.

10.      Non-Competition. Brink agrees that during the term of this Agreement
         and for a period of twenty-four (24) months following termination of
         his employment by HFC for any reason, he will not directly or
         indirectly, alone or as a partner, officer, director, or shareholder or
         holder of similar position of any other firm or entity, engage in any
         commercial activity in the United States in competition with any part
         of HFC's business.

11.      Termination. Subject to the respective continuing obligations of the
         parties pursuant to Sections 8, 9, 10, 11, 12, 13 and 14, this
         Agreement may be terminated prior to the expiration of its then
         remaining applicable term only as follows:

         (a) By HFC. HFC may terminate this Agreement under the following
         circumstances:

                  (i)      For "Cause". HFC may terminate this Agreement on
                           thirty (30) days written notice to Brink for "cause",
                           including, fraud, misrepresentation, theft or
                           embezzlement of HFC assets, material intentional
                           violations of law of HFC policies, or a material
                           breach of the provisions of this Agreement, including
                           specifically the failure to perform his duties as
                           required by Section 2 hereof after written notice of
                           such failure from HFC, however, in the event of
                           termination related to Brink's failure to perform
                           duties, Brink's termination shall only be effective
                           upon the expiration of a sixty (60) day cure period
                           following a lack of corrective action having been
                           undertaken by Brink during said cure period.

                  (ii)     Without "Cause". HFC may terminate this Agreement
                           upon thirty (30) days written notice without "cause".
                           Brink may also terminate this Agreement upon thirty
                           (30) days written notice to HFC for any reason.

         (b)      Death and Disability.

                  (i)      Death. If Brink should die during the term of this
                           Agreement, this Agreement shall thereupon terminate;
                           provided, however, that HFC shall pay to Brink's
                           beneficiary or estate the compensation provided in
                           Section 12 below.

                  (ii)     Permanent Disability. In the event brink should
                           become permanently disabled during the term of this
                           Agreement, this Agreement shall also terminate. For
                           the purposes hereof, a permanent disability shall
                           mean that disability resulting from injury, disease
                           or other cause, whether mental or physical, which
                           incapacitates Brink from performing his normal duties
                           as an employee, appears to be permanent in nature and
                           contemplates the continuous, necessary and
                           substantially complete loss of all management and
                           professional activities for a continuous period of
                           six (6) months.


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                  (iii)    Partial Disability. If Brink should become partially
                           disabled, he shall be entitled to his salary as
                           provided herein for a period of nine (9) months. At
                           the end of said period of time, if Brink remains
                           partially disabled, his salary shall be reduced
                           according to the amount of time he is able to devote
                           to HFC's business.

                  (iv)     Temporary Disability. In the event Brink should
                           become disabled, but such disability is not
                           permanent, as defined above, he shall be entitled to
                           his salary for a period of nine (9) months. If such
                           temporary disability continues longer than said
                           period of time, then Brink shall be deemed to have
                           become permanently disabled for the purposes of this
                           Agreement at the end of said nine (9) month period.

12.      Compensation Payable Following Early Termination of Employment.

         (a) In the event of any termination pursuant to Section 11, Brink's
         Base Salary shall be paid as follows:

                  (i)      In the event of termination pursuant to Section 6 (a)
                           (i) (for "Cause"), Brink's Base Salary shall be
                           discontinued as of the effective date of termination.

                  (ii)     In the event of termination of this Agreement by
                           reason of Brink's death, Brink's Base Salary shall
                           terminate as of the end of the six (6) months
                           following Brink's death;

                  (iii)    In the event of termination of this Agreement by
                           reason of permanent disability, Brink's Base Salary
                           shall be paid until Brink becomes eligible for
                           benefits pursuant to disability insurance provided by
                           HFC becomes payable;

                  (iv)     In the event of any termination by HFC pursuant to
                           Section 11(a)(ii) (without "Cause"), Brink's Base
                           Salary shall be paid through the date of termination
                           of this Agreement as in effect on the date
                           immediately preceding the date of such termination of
                           employment (e.g. if Brink's employment is terminated
                           by HFC without cause prior to December 31, 2001, he
                           shall be paid his Base Salary through such date and
                           if Brink's employment is terminated without cause in
                           January of 2002, he shall be paid his Base Salary
                           through December 31, 2002); and

                  (v)      In the event of termination of employment by Brink
                           for any reason, Brink's Base Salary shall be paid
                           through the date of such termination of employment.


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         (b)      In the event of termination by Brink for any reason, Brink's
                  Base Salary shall be paid through the date of such termination
                  of employment.

13.      No Adequate Remedy. The parties declare that it is impossible to
         measure in money the damages which will accrue to either party by
         reason of a failure to perform any of the obligations under this
         Agreement. Therefore, if either party shall institute any action or
         proceeding to enforce the provisions hereof, such person against whom
         such action or proceeding is brought hereby waives the claim or defense
         that such party has an adequate remedy at law, and such person shall
         not urge in any such action or proceeding the claim or defense that
         such party has an adequate remedy at law.

14.      Miscellaneous.

         (a)      Successors and Assigns. This Agreement shall be binding upon
                  and inure to the benefit of all successors and assigns of HFC,
                  whether by way of merger, consolidation, operation of law,
                  assignment, purchase or other acquisition of substantially all
                  of the assets or business of HFC and shall only be assignable
                  under the foregoing circumstances and shall be deemed to be
                  materially breached by HFC if any such successor assign does
                  not absolutely and unconditionally assume all of HFC's
                  obligations to Brink hereunder. Any such successor or assign
                  shall be included in the term "HFC" as used in this Agreement.

         (b)      Notices. All notices, requests, and demands given to, or made,
                  pursuant hereto shall, except as otherwise specified herein,
                  be in writing and be delivered or mailed to any such party at
                  its address which:

                  (i)      In the case of HFC shall be:

                           HEALTH FITNESS CORPORATION 3500 West 80th Street,
                           Suite 130 Minneapolis, Minnesota 55431

                           With copies to:

                           JAMES A. BERNARDS
                           7200 Metro Boulevard, Suite 200
                           Edina, MN  55439

                           and

                           TIMOTHY M. HEANEY
                           Fredrikson & Byron, P.A.
                           1100 International Centre
                           900 Second Avenue South
                           Minneapolis, MN  55402-3397


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                  (ii) In the case of the Executive shall be:

                           MR. LOREN S. BRINK
                           9635 Bennett Place
                           Eden Prairie, MN  55437

                           With a copy to:

                           PATRICIA A. BLOODGOOD
                           Lockridge Grundel Nauen & Holstein L.L.P.
                           100 Washington Avenue South, Suite 100
                           Minneapolis, MN  55401-2159

         Either party may, by notice hereunder, designate a change of address.
         Any notice, if mailed properly addressed, postage prepaid, registered
         or certified mail, shall be deemed dispatched on the registered date or
         that stamped on the certified mail receipt, and shall be deemed
         received within the fifth business day thereafter, or when it is
         actually received, whichever is sooner.

         (c) Captions. The various headings or captions in this Agreement are
         for convenience only and shall not affect the meaning or interpretation
         of this Agreement.

         (d) Governing Law. The validity, construction and performance of this
         Agreement shall be governed by the laws of the State of Minnesota and
         any legal proceeding arising out of or in connection with this
         Agreement shall be brought in the appropriate courts of the State of
         Minnesota, with each of the parties hereto consenting to the exclusive
         jurisdiction of said courts for this purpose.

         (e) Construction. Wherever possible, each provision of this Agreement
         shall be interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Agreement shall be
         prohibited by or invalid under applicable law, such provision shall be
         ineffective only to the extent of such prohibition or invalidity
         without invalidating the remainder of such provision or the remaining
         provisions of this Agreement.

         (f) Waivers. No failure on the part of either party to exercise, and no
         delay in exercising, any right or remedy hereunder shall operate as a
         waiver thereof, nor shall any single or partial exercise of any right
         or remedy hereunder preclude any other or further exercise thereof or
         the exercise of any right or remedy granted hereby or by any related
         document or by law.

         (g) Modification. This Agreement may not be, and shall not be, modified
         or amended except by a written instrument signed by both parties
         hereto.

         (h) No Conflicting Business. Brink agrees that he will not, during the
         term of this Agreement, transact business with HFC personally, directly
         or indirectly, or as an agent, consultant, owner, partner, officer,

<PAGE>

         shareholder, director or holder of any similar position of any other
         entity; provided, however, Brink may enter into any business
         transaction that is, in the opinion of HFC's Board of Directors,
         reasonable, prudent or beneficial to HFC, so long as any such business
         transaction is at arms-length as though between independent and prudent
         individuals and is ratified and approved by the designated members of
         HFC's Board of Directors after receipt of written disclosure of the
         full nature of Brink's interest in the business.

         (i) Entire Agreement. This Agreement constitutes the entire Agreement
         and understanding between the parties hereto in reference to all the
         matters herein agreed upon.

         (j) Counterparts. This Agreement shall be executed in at least two
         counterparts, each of which shall constitute an original, but both of
         which, when taken together, will constitute one in the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered the day and year first above written.

HEALTH FITNESS CORPORATION

By:
Its:                                            Loren S. Brink