EXECUTIVE EMPLOYMENT AGREEMENT


     THIS EXECUTIVE  EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered
into this 22nd day of May,  1997,  to be effective as of January 1, 1997 between
Health Fitness Physical Therapy, Inc. (the "Company"), located at 3500 West 80th
Street,  Suite  130,  Bloomington,  Minnesota  55431  and  Loren S.  Brink  (the
"Executive"), residing at 9635 Bennett Place, Eden Prairie, Minnesota 55347.

                                    RECITALS:

     WHEREAS,  the Company  wishes to provide for the  continued  employment  of
Executive as its President and Chief Executive  Officer for the term, and on the
conditions, set forth herein; and

     WHEREAS,  Executive  desires to be assured of certain minimum  compensation
from  Company  for  Executive's  services  during  the  term  hereof  and  to be
protected, and compensated,  in the event of any change in the control affecting
the Company; and,

     WHEREAS,  Company desires reasonable  protection of Company's  confidential
business and technical  information  which has been  developed by the Company in
recent years at substantial expense.

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the Company and Executive each intend to be legally bound, covenant and agree as
follows:

1.  Employment.  Upon the terms  and  conditions  set  forth in this  Agreement,
Company hereby employs  Executive as its President and Chief Executive  Officer,
and Executive accepts such employment.  Except as expressly provided herein, the
termination of this  Agreement by either party shall also terminate  Executive's
employment by Company.

2. Duties.  Executive shall devote his full-time and best efforts to the Company
and shall fulfill the duties of his position  which shall include such duties as
may,  from time to time,  be  assigned to him by the Board of  Directors  of the
Company,  provided  such  duties  are  reasonably  consistent  with  Executive's
education, experience and background.

3. Term.  Subject to the  provisions  of  Sections 6 and 11 hereof,  Executive's
employment shall commence on the effective date hereof  ("Employment  Date") and
continue through December 31, 1999, but shall be automatically extended,  unless
otherwise  terminated in accordance  herewith,  for an additional three (3) year
term  commencing on January 1, 2000 through  December 31, 2002, and  thereafter,
shall be automatically  extended for additional consecutive three (3) year terms
on each January 1,  thereafter,  unless either party gives written notice to the
other of termination in accordance  herewith.  In any event, the Agreement shall
automatically terminate, without notice, when Executive reaches 70 years of age.
If employment is continued after the age of 70 by mutual agreement,  it shall be
terminable at will by either party.
<PAGE>

4. Compensation.

     (a)  1997-1999  Annual  Base  Salary.  For  services  rendered  under  this
     Agreement during the first year (calendar 1997) of this Agreement,  Company
     shall  retroactively  pay Executive a minimum Base Salary  ("Base  Salary")
     (Base Salary shall mean regular cash  compensation paid on a periodic basis
     exclusive of any and all benefits, bonuses or other incentive payments made
     or  obligated  by  Company to  Executive  hereunder)  at an annual  rate of
     $160,000,  payable in  accordance  with existing  payroll  practices of the
     Company. On January 1, 1998,  Executive's Base Salary shall be increased to
     an annual rate of $170,000, and on January 1, 1999, Executive's Base Salary
     shall be  increased  to an annual rate of $180,000.  In  subsequent  years,
     based upon extensions of this Agreement,  Executive's  Base Salary shall be
     adjusted  annually  based  upon  a  performance  and  compensation   review
     conducted  by  the  Compensation   Committee  of  the  Company's  Board  of
     Directors,  and negotiated and mutually  agreed to, in good faith,  between
     Executive and the Company's  Board of Directors.  Such review will be based
     upon both  individual  and Company  performance  and shall be  completed by
     April 1 of each subsequent year,  provided that, any and all adjustments to
     Executive's Base Salary shall be effective,  retroactively, to January 1 of
     each of such subsequent years. The foregoing 1997- 1999 minimum Base Salary
     for  Executive  shall not prohibit  Company's  Board of  Directors  (or the
     Compensation Committee of Company's Board of Directors), to set Executive's
     Base  Salary  during  such  initial  three (3) year term at an annual  rate
     greater  than  that  prescribed  above;   however,  in  no  instance  shall
     Executive's  Base  Salary be less than  that set  forth  above.  Commencing
     January 1, 2000, Executive's minimum Base Salary hereunder shall be no less
     than $200,000 annually.

     (b) Annual Year-End Cash Bonus. Executive shall also be eligible to earn an
     annual year- end cash bonus in accordance herewith.

          (i) Annual  Year-End Cash Bonuses.  For 1997, and each year thereafter
          under this Agreement,  Executive's cash bonus shall be determined by a
          comparison of the Company's actual pre-tax,  pre-bonus profits ("PTP")
          with the Company's pre-tax,  pre-bonus profits ("BPTP"),  as set forth
          in the Company's annual budget,  as approved by the Company's Board of
          Directors.  Such bonus shall be paid in accordance  with the following
          formula:

               o If  Company's  PTP = 80% of BPTP,  then bonus = 25% of existing
               Base Salary;

               o If Company's  PTP = 100% of BPTP,  then bonus = 50% of existing
               Base Salary; and

               o If Company's  PTP = 120% of BPTP,  then bonus = 75% of existing
               Base Salary.

          In addition, for each additional 1% increase in PTP as a percentage of
          BPTP in the foregoing table, Executive shall be entitled to receive an
          additional  1.25% of Base Salary as a cash bonus,  provided  that, the
          maximum cash bonus paid hereunder  shall not exceed 75% of Executive's
          then existing Base Salary.

          (ii) Payment of Bonus. All calculations  above shall be based upon the
          amounts as reported in the Company's audited financial  statements for
          the full year. The payment of the foregoing cash bonuses shall be made
          within  fifteen (15) business  days after  completion of the Company's
          audit and  acceptance by the Company,  but in no instance,  later than
          March 31.

     (c) 1997 Incentive  Stock Option Grant.  Upon execution of this  Agreement,
     Company shall grant to Executive an Incentive  Stock Option pursuant to the
     Company's  1995 Stock  Option  Plan to acquire up to 100,000  shares of the
     Company's  Common Stock, in  substantially  the form set forth on the Stock
     Option  Exhibit A  attached  hereto and  acceptable  to  Executive  and his
     counsel. Such Incentive Stock Option shall have an exercise price of $3.00,
     which  represents  at least 110% of the Fair Market Value of the  Company's
     Common  Stock on the date of grant.  Such option shall bear a five (5) year
     term,  but  shall be  exercisable  only in  accordance  with the  following
     vesting schedule:
                                              
<PAGE>

         
  
                                                               Number of
         Vesting Date                                      Shares Exercisable

         January 1, 1997.......................................25,000
         January 1, 1998.......................................50,000
         January 1, 1999.......................................75,000
         January 1, 2000......................................100,000

     Executive's stock options shall be governed by the terms of this Agreement,
     the Company's  existing  Stock Option Plan and the  Company's  Stock Option
     Agreement  with  Executive  attached  hereto  and  incorporated  herein  by
     reference.  Executive  shall be entitled,  at Executive's  sole option,  to
     exercise any and all Options  pursuant to such  Incentive  Stock Option (in
     whole or in part) pursuant to a cashless exercise procedure established for
     Executive and certain other Company employees,  as hereinafter  established
     and then in effect.  In addition,  except as set forth herein, in the event
     of  termination  of this  Agreement by the Company  (except  termination of
     Executive's  employment  for  "cause",  as set forth in Section  6(a)(i) or
     termination by Executive  pursuant to Section  6(a)(ii)),  all of the above
     options,  and all  other  existing  options  in favor of  Executive,  shall
     immediately  vest and be  exercisable by Executive for the remainder of the
     term of such options in accordance with their specific terms.

     (d) Fringe Benefits. In addition to the compensation and incentive payments
     payable to Executive as provided in Sections 4(a)-(d) above:

          (i) Automobile. Executive shall be entitled to an automobile allowance
          of $750 per month  throughout the term of this  Agreement,  as renewed
          and/or extended  hereunder,  plus all reasonable costs associated with
          maintaining  one  (1)  automobile,  including,  but  not  limited  to,
          licensing, maintenance, fuel and automobile insurance.

          (ii)  Vacation.  Executive  shall be  entitled  to four (4) weeks paid
          vacation each calendar year. All such paid vacation shall  accumulate,
          so that if  Executive's  full  vacation  is not taken in a  particular
          calendar  year,  any unused  portion shall be carried into  subsequent
          years;  however,  such  accumulation  shall not exceed an aggregate of
          four (4) calendar weeks.

          (iii)  Executive  Medical  Exam.  Executive  shall  receive  an annual
          executive  medical  examination  up to $1,000 at a location  chosen by
          Executive, at the Company's cost.

          (iv) Life Insurance.  The Company shall maintain a term life insurance
          policy on Executive's  life (so long as such insurance is available at
          commercially  standard rates) in a principal  amount equal to at least
          three (3) times  Executive's  then  existing  annual Base Salary.  The
          Company  shall pay all premiums on said policy during the term of this
          Agreement and  Executive  shall have the right to designate and change
          beneficiaries in Executive's sole discretion.
<PAGE>
          (v) Long-Term Disability.  The Company shall also maintain (so long as
          such insurance is available at commerically  standard rates) long-term
          disability policy on Executive  providing for the payment to age 65 of
          benefit equivalent to seventy percent (70%) of Executive's annual Base
          Salary in the event Executive becomes permanently  disabled as defined
          in Section 6(b)(ii).

          (vi) Other Benefits. The Executive shall be entitled to participate in
          all other  benefit  programs  offered by the Company to its  full-time
          executive employees,  including,  but not limited to, health, medical,
          dental and eye care; first class travel benefits;  retirement benefits
          through the Company's  pension and/or profit sharing plans; sick leave
          benefits; and accidental death and dismemberment coverages.

          (vii) Financial,  Legal and Tax Planning  Counsel.  Executive shall be
          entitled  to  personal   assistance  and   professional   advice  from
          financial,  legal and tax  professionals  of his choosing up to $2,500
          per year from the Company.

          (viii) County Club Membership. Executive shall be entitled to maintain
          a country club membership,  at a location determined by Executive, for
          use primarily in entertaining customers,  employees and vendors of the
          Company.  The Company shall be responsible for the payment of all dues
          and  applicable  taxes  relating  to such  membership,  as well as all
          customary  business  expenses  related  to  use  of  such  membership.
          Executive  agrees to maintain  records in appropriate  form and detail
          may be requested by the Company in order to comply with all applicable
          tax laws and  regulations  relating to the  deductibility  of any such
          allowances.

5. Business  Expenses.  The Company shall, in accordance with, and to the extent
of,  its  policies  in effect  from time to time,  bear all  customary  business
expenses  (including  the  advancement  of  certain  expenses)  incurred  by the
Executive in performing his duties as an executive of the Company, provided that
Executive  accounts  promptly such expenses to Company in the manner  prescribed
from time to time by the Company.

6. Termination.  Subject to the respective continuing obligations of the parties
pursuant  to  Sections  7, 8,  9,  10,  11,  12 and 13,  this  Agreement  may be
terminated prior to the expiration of its then remaining applicable term only as
follows:

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

          (i) For "Cause".  Company may terminate  this  Agreement on sixty (60)
          days  written  notice to  Executive  for  "cause",  including,  fraud,
          misrepresentation,  theft or embezzlement of Company assets,  material
          intentional  violations  of law or  Company  policies,  or a  material
          breach of the provisions of this Agreement, including specifically the
          repeated failure to perform his duties as required by Section 2 hereof
          after  written  notice of such failure from Company;  however,  in the
          event of termination related to Executive's  performance,  Executive'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 Executive during said cure period.

          (ii) Without  "Cause".  The Company may terminate  this Agreement upon
          twelve (12) months written notice without "cause."  Executive may also
          terminate  this  Agreement  upon twelve (12) months  written notice to
          Company.  The Base Salary compensation due and owing by the Company to
          Executive   following  either  of  such  early  terminations  of  this
          Agreement shall be paid as set forth at Section 7(a) hereof.


<PAGE>

     (b) Death and Disability.

          (i) Death. If Executive  should die during the term of this Agreement,
          this Agreement shall thereupon terminate;  provided, however, that the
          Company  shall  pay to  the  Executive's  beneficiary  or  estate  the
          compensation provided in Section 7 below.

          (ii) Permanent  Disability.  In the event the Executive  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 the Executive
          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.

          (iii) Partial  Disability.  If the Executive  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 such
          Executive remains partially disabled,  the disabled Executive's salary
          shall  be  reduced  according  to the  amount  of  time  the  disabled
          Executive is able to devote to the Company's business.

          (iv) Temporary  Disability.  In the event the Executive  should become
          disabled, but such disability is not permanent, as defined above, such
          disabled  Executive  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 the disabled  Executive  shall be deemed to
          have become permanently disabled for the purposes of this Agreement at
          the end of said nine (9) month period.

7. Compensation Payable Following Early Termination.

     (a) In the event of any termination pursuant to Section 6, Executive's Base
     Salary shall be paid as follows:

          (i) In the event of  termination  pursuant  to  Section  6(a)(i)  (for
          "cause"),  Executive's  Base  Salary  shall  continue  to be paid on a
          semi-monthly basis for sixty (60) days from the effective date of such
          termination  and  Executive  shall also be  entitled  to  continue  to
          participate  in  those  benefit   programs   provided  by  subsections
          4(e)(iv-viii)  (inclusive),  for eighteen (18) months  following  such
          termination, at Executive's expense;

          (ii) In the  event of  termination  of this  Agreement  by  reason  of
          Executive's  death,  Executive's Base Salary shall terminate as of the
          end of the eighteenth (18th) month following the Executive's death;

          (iii) In the  event of  termination  of this  Agreement  by  reason of
          disability,  Executive's Base Salary shall be terminated as of the end
          the eighteenth (18th) month period following  Executive's inability to
          perform his duties occurs; and


<PAGE>

          (iv) In the  event  of any  termination  by the  Company  pursuant  to
          Section 6(a)(ii) (without  "cause"),  Executive's Base Salary shall be
          continued to be paid on a semi-monthly  basis,  but shall terminate at
          the  end of the  twenty-fourth  (24th)  month  period  following  such
          written  notice of  termination  by the  Company.  In the event of any
          termination  by  Executive  pursuant  to  Section  6(a)(ii),  (without
          "cause")  Executive's  Base Salary  shall be continued to be paid on a
          semi-monthly basis for a period up to, but not to exceed, 120 days. In
          lieu of such  continued  semi-monthly  Base  Salary,  the  Company and
          Executive may agree to a lump-sum  distribution to Executive  pursuant
          to  such  termination  in  a  form,   substance  and  manner  mutually
          acceptable to Company and Executive,  pursuant to a written  Severance
          Agreement then mutually  negotiated  between the Company and Executive
          in connection with such termination.

     (b) In the event of termination by reason of Executive's death, disability,
     termination  without cause, or any Change in Control, as defined at Section
     11:

          (i) Executive shall receive a pro rata portion  (prorated  through the
          last day Base Salary is payable pursuant to clauses (a)(ii),  (a)(iii)
          and (a)(iv),  respectively) of any bonus or incentive payment (for the
          year in which death,  disability or termination occurred), to which he
          would have been entitled had he remained continuously employed for the
          full fiscal year in which death,  disability or  termination  occurred
          and  continued  to perform  his duties in the same manner as they were
          performed immediately prior to the death, disability or termination;

          (ii) The right to exercise any unexpired and non-vested  stock options
          previously  granted  Executive shall  immediately vest and accelerate;
          and

          (iii)  Any  and  all  payments  owing  to  Executive  arising  from  a
          termination  of this  Agreement  resulting from a permanent or partial
          disability  of Executive  shall first be provided and paid pursuant to
          the Company's existing disability policy, as then in effect, but shall
          be further  supplemented  to the extent provided by this Agreement but
          all  such  payments  due and  owing to  Executive  arising  from  such
          permanent or partial disability shall not be cumulative or aggregated.

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
     Company,  including:  (i) trade secret  information  about  Company and its
     services;  and (ii)  information  relating  to the  business  of Company as
     conducted at any time within the previous two (2) years or  anticipated  to
     be conducted  by Company,  and to any of its past,  current or  anticipated
     products,  including,  without  limitation,   information  about  Company's
     research,  development,  services,  purchasing,  accounting,   engineering,
     marketing,  selling,  leasing or servicing. All information which Executive
     has a reasonable  basis to consider  Confidential  Information  or which is
     treated by Company as being  Confidential  Information shall be presumed to
     be Confidential Information, whether originated by Executive, or by others,
     and without regard to the manner in which Executive  obtains access to such
     information.

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

 <PAGE>

9. Inventions.

     (a)  For  purposes  of  this  Section  9,  the  term   "Inventions"   means
     discoveries,  improvements  and ideas (whether or not in writing or reduced
     to  practice)  and  works  of  authorship,  whether  or not  patentable  or
     copyrightable:  (1) which relate directly to the business of Company, or to
     Company's actual or demonstrably  anticipated research or development;  (2)
     which  result from any work  performed by  Executive  for Company;  (3) for
     which  equipment,  supplies,  facilities  or trade  secret  information  of
     Company is utilized;  or (4) which were  conceived or developed  during the
     time Executive was obligated to perform the duties  described in Section 2.
     However,  the term "Inventions" shall not include Patent No. 4788983 issued
     in favor of Executive.

     (b) Executive  agrees that all  Inventions  made,  authored or conceived by
     Executive,  either  solely  or  jointly  with  others,  during  Executive's
     employment with Company (except as otherwise provided above),  shall be the
     sole and exclusive property of Company. Upon termination of this Agreement,
     Executive  shall turn over to a  designated  representative  of Company all
     property  in  Executive's  possession  and  custody  belonging  to Company.
     Executive shall not retain any copies or reproductions  of  correspondence,
     memoranda,  reports,  notebooks,  drawings,  photographs or other documents
     relating in any way to the affairs of Company  which came into  Executive's
     possession at any time during the term of this Agreement.

     (c)  Executive  will  promptly  upon request by Company  fully  disclose to
     Company in writing  any  Inventions.  Executive  will  assign  (and by this
     Agreement,  hereby  assigns)  to  Company  all  of  Executive's  rights  to
     Inventions,  and to applications for patents or copyrights in all countries
     and to patents and copyrights granted in all countries. Upon the request of
     Company,  Executive will apply for such United States or foreign patents or
     copyrights as Company may deem desirable, and Executive will do any and all
     acts  necessary  in  connection  with  such  applications  for  patents  or
     copyrights,  or  assignments,  in order to  establish in Company the entire
     right,  title  and  interest  in and to  such  patents  or  copyrights.  If
     Executive  renders  assistance  to Company  under this  Section  9(c) after
     termination  of this  Agreement,  Company  shall  pay a  reasonable  fee as
     determined by Company for Executive's time and expenses.

Notice:  Pursuant to Minn.  Stat. ss. 181.78,  Executive is hereby notified that
this Agreement does not apply to any invention for which no equipment, supplies,
facility,  or trade  secret  information  of  Company  was used  and  which  was
developed  initially on the Executive's own time and: (1) which does not relate:
(a)  directly  to  the  business  of  Company;  or (b) to  Company's  actual  or
demonstrably  anticipated research or development;  or (2) which does not result
from any work performed by Executive for the Company.

10.  Non-Competition.  Executive  agrees that for a period of twelve (12) months
following  termination  of this  Agreement for any reason (except in the case of
termination  of this  Agreement  pursuant  to  Section 11 because of a Change in
Control or any Business Combination or any termination of this Agreement without
cause),  he will not  directly or  indirectly,  alone or as a partner,  officer,
director,  or shareholder of any other firm or entity,  engage in any commercial
activity  in the  United  States  in  competition  with  any  part of  Company's
business:  (a) that was under the Executive's  management or supervision  during
the last year of employment by Company;  or (b) with respect to which  Executive
has Confidential Information as defined in Section 8 of this Agreement.
                                                  
<PAGE> 

11. Business Combination or "Change In Control".

     (a)  Change in  Control.  For  purposes  of this  Section  11, a  "Business
     Combination"  or "Change in Control"  with respect to, or  concerning,  the
     Company shall mean the following:

          (i)  the  sale,  lease,  exchange  or  other  transfer,   directly  or
          indirectly  of all or  substantially  all of the assets of the Company
          (in one  transaction  or in a series  of  related  transactions)  to a
          person or entity that is not controlled by the Company;

          (ii) the  approval by the  shareholders  of the Company of any plan or
          proposal for the liquidation or dissolution of the Company;

          (iii) a merger or consolidation to which the Company is a party if the
          shareholders  of the Company  immediately  prior to effective  date of
          such merger or consolidation  have "beneficial  ownership" (as defined
          in Rule 13d-3 under the  Securities  Exchange Act of 1934,  as amended
          (the  "Exchange  Act")),  immediately  following the effective date of
          such  merger  or   consolidation,   of  securities  of  the  surviving
          corporation representing: (A) more than 50%, but not more than 80%, of
          the  combined  voting  power  of  the  surviving   corporation's  then
          outstanding   securities  ordinarily  having  the  right  to  vote  at
          elections of directors,  unless such merger or consolidation  has been
          approved in advance by the Incumbent Directors;  or (B) 50% or less of
          the  combined  voting  power  of  the  surviving   corporation's  then
          outstanding   securities  ordinarily  having  the  right  to  vote  at
          elections of directors  (regardless  of any approval by the  Incumbent
          Directors);

          (iv) any person becomes after the effective date of this Agreement the
          "beneficial  owner" (as  defined in Rule 13d-3 of the  Exchange  Act),
          directly or  indirectly,  of: (A) 20% or more, but not 50% or more, of
          the combined  voting  power of the  Company's  outstanding  securities
          ordinarily having the right to vote at elections of directors,  unless
          the  transaction  resulting  in such  ownership  has been  approved in
          advance by the Incumbent Directors; or (B) 50% or more of the combined
          voting power of the Company's outstanding securities ordinarily having
          the  right  to vote  at  elections  of  directors  (regardless  of any
          approval by the Incumbent Directors);

          (v) the Incumbent  Directors cease,  for any reason,  to constitute at
          least a majority of the Company's Board; or

          (vi) a change in  control  of the  Company  of a nature  that would be
          required  to be  reported  pursuant  to  Section  13 or  15(d)  of the
          Exchange  Act,  whether  or not the  Company  is then  subject to such
          reporting requirements.

     (b)  Incumbent  Directors.  For  purposes  of this  Section  11,  the  term
     "Incumbent  Directors"  shall  mean any  individual  who is a member of the
     Board of the Company on the effective  date of this  Agreement,  as well as
     any  individual  who  subsequently  becomes  a member  of the  Board  whose
     election,  or nomination  for election by the Company's  shareholders,  was
     approved by a vote of at least a majority of the then  Incumbent  Directors
     (either by  specific  vote or by  approval  of the Proxy  Statement  of the
     Company in which such individual is named as a nominee for director without
     objection to such nomination).

<PAGE>

     (c)  Executive's  Option  to  Terminate  This  Agreement.  It is  expressly
     recognized  by the parties that a Business  Combination  would  necessarily
     result in material  alteration or diminishment of Executive's  position and
     responsibilities.  Therefore, if, during the term of this Agreement,  there
     shall  occur,  with  or  without  the  consent  of  Company,  any  Business
     Combination or Change in Control,  Executive shall have an exclusive option
     to terminate  this  Agreement on twenty (20)  calendar  days' notice to the
     Company.

     (d) Compensation  Payable to Executive Upon Termination  Following a Change
     in Control.  It is expressly  recognized  that  Executive's  position  with
     Company and agreement to be bound by the terms of this Agreement  represent
     a commitment in terms of Executive's personal and professional career which
     cannot be reduced to monetary terms,  and thus,  necessarily  constitutes a
     forbearance of options now and in the future open to Executive in Company's
     areas of endeavor.  Accordingly, in the event Executive elects to terminate
     this  Agreement in connection  with any Business  Combination  or Change in
     Control under this Section 11:

          (i)  Executive  shall be under no  obligation  whatever  to seek other
          employment opportunities during any period between termination of this
          Agreement under this Section 11 and the expiration of Executive's then
          unexpired  three (3) year term of this  Agreement as it existed at the
          time of termination,  or twenty-four (24) months, whichever is longer,
          and  Executive  shall not be obligated to accept any other  employment
          opportunity which may be offered to Executive during such period;

          (ii) During such unexpired term of this Agreement,  or for twenty-four
          (24) months thereafter,  whichever is longer, Executive shall continue
          to receive on a semi-monthly  basis,  Executive's  Base Salary then in
          effect upon the date of such notice to the Company hereunder;

          (iii) In lieu of the continued cash  compensation  provided in Section
          11(d)(ii) above,  Executive may elect, in writing, to receive from the
          Company  a lump  sum cash  settlement  in an  amount  equal to 299% of
          Executive's   then  existing  Base  Salary  (at  the  rate  in  effect
          immediately prior to such Business  Combination);  provided,  however,
          Executive's  election to receive a lump sum cash  settlement  from the
          Company,  in lieu of the semi-monthly  payments specified above, shall
          occur and be paid within 90 days of the  termination of this Agreement
          arising from any such Business Combination or any Change in Control.

          (iv)  Executive's  termination of this Agreement by reason of a Change
          in Control  described  in this Section 11 and the receipt by Executive
          of any  amounts  pursuant  to  subsection  11(d),  shall not  preclude
          Executive'  continued employment with Company, or the surviving entity
          in any Business  Combination,  on such terms as shall then be mutually
          negotiated   between  Company  (or  any  such  surviving  entity)  and
          Executive following such termination;

          (v) The right to exercise all unexpired and  non-vested  stock options
          in favor of Executive shall immediately vest and accelerate;

          (vi)  Executive  shall be entitled to continue to participate in those
          benefit  programs and perquisites  provided by subsection 4(e) hereof,
          for twenty-four  (24) months following  termination,  at the Company's
          expense; and

<PAGE>

          (vii)  Notwithstanding any other provisions of this Agreement,  or any
          other agreement,  contract or understanding  heretofore, or hereafter,
          entered  into  between the Company and  Executive,  if any  "payments"
          (including without  limitation,  any benefits or transfers of property
          or the  acceleration of the vesting of any benefits) and the nature of
          compensation under any arrangement that is considered  contingent on a
          change in control for purpose of Section 280G of the Internal  Revenue
          Code of 1986,  as  amended  (the  "Code"),  together  with  any  other
          payments that Executive has the right to receive from the Company,  or
          any corporation that is a member of an "affiliated  group" (as defined
          in Section  1504A of the Code without  regard to Section  1504B of the
          Code), of which the Company is a member, would constitute a "parachute
          payment"  (as  defined in Section  280G of the  Code),  the  aggregate
          amount of such payments  shall be reduced to equal the largest  amount
          as would result in no portion of such  payments  being  subject to the
          excise  tax  imposed by Section  4999 of the Code;  provided  however,
          Executive  shall be  entitled  to  designate  and  select  among  such
          payments that will be reduced,  and/or eliminated,  in order to comply
          with the forgoing provision of the Code.

12. No Adequate  Remedy.  The parties  declare that 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.

13. Miscellaneous.

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

          HEALTH FITNESS PHYSICAL THERAPY, INC. 
          3500 West 80th Street, Suite 130
          Minneapolis, Minnesota 55431

          With a copy to:

          MR. DONALD COCHRAN, CHIEF FINANCIAL OFFICER
          HEALTH FITNESS PHYSICAL THERAPY, INC.
          3500 West 80th Street, Suite 130
          Minneapolis, Minnesota 55431

<PAGE>

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

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

          With a copy to:

          THOMAS J. PUFF, ESQ.
          Messerli & Kramer, P.A.
          Suite 1800
          150 South Fifth Street
          Minneapolis, Minnesota 55402

         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.  Executive agrees that he will not, during the
     term of this Agreement,  transact business with the Company personally,  or
     as an agent,  owner,  partner,  shareholder of any other entity;  provided,
     however,  Executive may enter into any business transaction that is, in the
     opinion  of the  Company's  Board  of  Directors,  reasonable,  prudent  or
     beneficial to the Company,  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 the Company's  Board of
     Directors.
<PAGE>

     (i) Entire Agreement.  This Agreement  constitutes the entire Agreement and
     understanding  between the parties  hereto in  reference to all the matters
     herein  agreed  upon;  provided,  however,  that this  Agreement  shall not
     deprive  Executive  of any other rights  Executive  may have now, or in the
     future, pursuant to law or the provisions of Company benefit plans.

     (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 PHYSICAL THERAPY, INC.

                                        By:  /s/ James A. Bernards
                                        Its:  Director


                                        /s/ Loren S. Brink
                                        Loren S. Brink