BRIDGE LOAN AGREEMENT


     THIS BRIDGE LOAN  AGREEMENT  (this  "Agreement")  is dated as of August 26,
1997, by and between Health Fitness  Corporation,  a Minnesota  corporation (the
"Company"),  and  Brightbridge  Fund I, L.P.  a  Minnesota  limited  partnership
("Investor").

                                    RECITALS:

     Whereas,  the Company needs cash to fund its operations  until such time as
it can complete a proposed  private offering of senior  subordinated  debentures
(the "Offering") as contemplated by that certain  Confidential Private Placement
Memorandum  dated  July 7,  1997 (as  amended  or  supplemented,  the  "Offering
Memorandum"); and

     Whereas,  Investor  desires to lend  funds to the  Company on the terms and
conditions set forth in this Agreement.

                                   AGREEMENT:

     Accordingly,  in  consideration  of the foregoing,  the mutual promises set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.  Loan/Promissory  Note.  Investor  agrees  to lend to the  Company  Five
Hundred  Thousand  Dollars  ($500,000)  and the Company agrees to deliver to the
Investor a subordinated  unsecured  promissory note, in the form attached hereto
as Exhibit A (the "Note"),  in a like amount.  The delivery of the Note shall be
made  concurrently with delivery of funds to the Company in the amount set forth
above.

     2. Warrants.

          (a) In consideration of the loan, the Company shall issue to Investor,
     concurrently  with delivery of the Note,  stock purchase  warrants,  in the
     form attached  hereto as Exhibit B (the  "Original  Warrant"),  to purchase
     Twenty  Thousand  (20,000)  shares of Company  Common  Stock at an exercise
     price of $3.00 per share.  If the Note is not paid when due,  the number of
     shares  purchasable under the Original Warrant shall increase by 2,500, and
     further  increase by an  additional  2,500  shares for each  60-day  period
     thereafter that the Note remains unpaid.

          (b) The parties intend that the terms of Original  Warrant shall be at
     least  as  favorable  to the  Investor  (on a  proportional  basis)  as the
     warrants to be issued to purchasers of the Company's unsecured subordinated
     debt in the Offering.  Therefore,  notwithstanding subsection (a) above, if
     the Offering is completed  (for  purposes of which,  the Offering  shall be
     deemed  completed  upon  one  or  more  closings  resulting  in  cumulative
     aggregate proceeds to the Company of at least  $4,000,000),  Investor shall
     have the option,  exercisable  in its sole  discretion at anytime within 30
     days  after  completion  of the  Offering,  of  receiving,  in  lieu of the
<PAGE>

     Original  Warrant,  stock  purchase  warrants,  in  form  identical  to the
     warrants received by the purchaser(s) of unsecured subordinated debt in the
     Offering and at the same exercise  price per share,  entitling  Investor to
     purchase a pro rata number of shares of Company  Common  Stock  (equal to a
     fraction of the total  number of warrants  issued to such  purchaser(s)  of
     unsecured subordinated debt, the numerator of which equals $500,000 and the
     denominator of which equals the total amount of  subordinated  debt related
     to  such   warrants)   (the   "Replacement   Warrant").   For  purposes  of
     clarification,  if a purchaser in the Offering  purchases  both secured and
     unsecured  debt,  the  warrants  associated  with such  unsecured  portion,
     without  giving  effect to any "blended"  provisions,  shall be the form of
     warrants which Investor may elect to receive pursuant to this Section.

          The Original  Warrant and/or the  Replacement  Warrant are referred to
     herein as the  "Warrant",  and the shares of Company  Common Stock issuable
     upon  exercise of the Warrant are referred to  hereinafter  as the "Warrant
     Shares."

     3. Repayment.  All outstanding  principal and accrued  interest on the Note
shall be due and payable 90 days after the date hereof; provided,  however, that
notwithstanding  the  foregoing,  the Note shall be payable in full within three
business  days  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.  The Note
may be prepaid at any time without penalty.

     4.  Subordination.  The Note shall be subordinate to all senior debt of the
Company as set forth in Section 5 of the Note.

     5. Restrictions on Transfer.  The Note, the Warrant, and the Warrant Shares
shall be subject to certain  restrictions on transfer identified in the Note and
the Warrant.

     6.  Representations  and Warranties of the Company.  The Company represents
and warrants as follows:

          (a) This Agreement has been duly authorized by all necessary corporate
     action on behalf of the Company, has been duly executed and delivered by an
     authorized officer of the Company,  and is a valid and binding agreement on
     the part of the Company.

          (b) All corporate action necessary to the authorization, issuance, and
     delivery of the Note, the Warrant, and the Warrant Shares has been taken on
     or prior to the date hereof.

          (c) As of the date hereof,  this Agreement,  the Note, the Warrant and
     the Offering  Memorandum  (together with all exhibits thereto and documents
     delivered therewith),  taken as a whole, do not contain an untrue statement
     of a material  fact or omit to state a material  fact  required in light of
     the  circumstances  under which such  statements  were made to be stated in
     such documents to make the statements in such documents,  taken as a whole,
     not misleading.
<PAGE>

     7. Investor represents and warrants to the Company as follows:

          (a) This Agreement has been duly authorized by all necessary corporate
     or  partnership  action on behalf of Investor,  has been duly  executed and
     delivered by an authorized officer of Investor,  and is a valid and binding
     agreement on the part of Investor.

          (b) Investor is an "accredited  investor" as defined in Rule 501(a) of
     Regulation D of the  Securities  Act, and was not formed for the purpose of
     making this  investment.  Investor is a bona fide resident of, and received
     the offer  and made the  decision  to  invest in the Note in,  the State of
     Minnesota.  The Note and the  Warrant  are being  purchased  by Investor in
     Investor's  name solely for Investor's  own beneficial  interest and not as
     nominee  for, or on behalf of, or for the  beneficial  interest of, or with
     the intention to transfer to, any other person, trust or organization.

          (c) Investor  has such  knowledge  and  experience  in  financial  and
     business  matters  that  Investor is capable of  evaluating  the merits and
     risks of the  prospective  investment  in the Note and Warrants and has the
     net worth to undertake such risks.  Investor is in a financial  position to
     hold the Note, the Warrant and the Warrant Shares for an indefinite  period
     of time and is able to bear the economic risk and withstand a complete loss
     of Investor's investment therein.  Investor believes that the investment in
     the Note and Warrants is suitable for the  Investor  based upon  Investor's
     investment objectives and financial needs.

          (d)  Investor  realizes  that  (i) the  purchase  of the  Note and the
     Warrant is a long-term  investment,  (ii)  Investor  must bear the economic
     risk of investment  for an indefinite  period of time because the Note, the
     Warrant,  and the  Warrant  Shares  have  not  been  registered  under  the
     Securities  Act or under the securities  laws of any state and,  therefore,
     none of such securities can be sold unless they are subsequently registered
     under said laws or exemptions from such registrations are available;  (iii)
     Investor may not be able to liquidate Investor's investment in the event of
     an emergency or pledge any of such securities as collateral for loans;  and
     (iv) the  transferability of such securities is restricted and legends will
     be placed on the Note and the Warrant and on any certificates  representing
     the  Warrant   Shares   referring  to  the   applicable   restrictions   on
     transferability.

          (e) Investor  has been given  access to full and complete  information
     regarding   the  Company  and  has  utilized   such  access  to  Investor's
     satisfaction  for the  purpose  of  obtaining  information  concerning  the
     Company and to obtain any additional information,  to the extent reasonably
     available,  necessary  to verify the  accuracy of  information  provided to
     Investor.
<PAGE>

          (f) Investor is not subject to the backup  withholding  provisions  of
     Section  3406(a)(i)(C)  of the Internal  Revenue  Code of 1986,  as amended
     (Note:  You are  subject to backup  withholding  if (i) you fail to furnish
     your Social Security number or taxpayer  identification number herein; (ii)
     the Internal  Revenue  Service  notifies the Company that You  furnished an
     incorrect Social Security number or taxpayer  identification  number; (iii)
     you are notified  that you are subject to backup  withholding;  or (iv) you
     fail to certify that you are not subject to backup  withholding or you fail
     to certify your Social Security number or taxpayer identification number).

          (g) Investor does not own voting  securities of any brokerage firm. No
     director,  officer,  partner or 5% owner of  Investor  is also a  director,
     officer,  partner,  branch manager,  registered  representative,  employee,
     shareholder of, or similarly related to or employed by, a brokerage firm.

     8. Registration Rights.

          (a) Each time the Company  shall  determine to proceed with the actual
     preparation and filing of a registration statement under the Securities Act
     in  connection  with the  proposed  offer  and sale for money of any of its
     securities by it, the Company will give written notice of its determination
     to  Investor.  Upon the written  request of Investor  given  within 30 days
     after the date of mailing of any such notice from the Company,  the Company
     will, except as herein provided, cause all the Warrant Shares issued and to
     be issued  upon  exercise  of the  Warrants  requested  by  Investor  to be
     registered,  to be  included  in such  registration  statement,  all to the
     extent requisite to permit the sale or other disposition by Investor of the
     Warrant Shares to be so registered;  provided, however, that nothing herein
     shall  prevent the Company  from,  at any time,  abandoning or delaying any
     such  registration  initiated  by it.  If any  such  registration  shall be
     underwritten  in whole or in part,  the Company may require that the shares
     requested  for  inclusion  by Investor  pursuant to this  paragraph  (a) be
     included  in the  underwriting  on the same  terms  and  conditions  as the
     securities  otherwise being sold through the  underwriters.  If in the good
     faith  judgment of the  managing  underwriter  of such public  offering the
     inclusion  of  all  of the  shares  originally  covered  by a  request  for
     registration  made by  Investor  would  reduce  the  number of shares to be
     offered by the Company or interfere  with the  successful  marketing of the
     shares of stock  offered  by the  Company,  the  number of shares  owned by
     Investor and otherwise to be included in the  underwritten  public offering
     may be reduced;  provided,  however, that any such required reduction shall
     be  pro  rata  among  all  persons   (other  than  the   Company)  who  are
     participating  in such offering.  Those shares which are thus excluded from
     such  underwritten  public  offering  shall be withheld  from the market by
     Investor  for  a  period,  not  to  exceed  90  days,  which  the  managing
     underwriter  reasonably  determines  is  necessary  in order to effect  the
     underwritten public offering.

          (b) With respect to each  inclusion of  securities  in a  registration
     statement  pursuant to this Section 8, the Company shall bear the following
     fees, costs and expenses: all registration,  filing and NASD fees, printing
     expenses,  fees  and  disbursements  of  counsel  and  accountants  for the
     Company,   fees  and  disbursements  of  counsel  for  the  underwriter  or
<PAGE>

     underwriters  of such  securities  (if the Company is required to bear such
     fees and  disbursements),  all  internal  expenses,  the premiums and other
     costs of policies of insurance  against liability arising out of the public
     offering,  and legal fees and disbursements and other expenses of complying
     with state securities laws of any  jurisdictions in which the securities to
     be offered are to be  registered or qualified.  Fees and  disbursements  of
     special  counsel  and  accountants  for the selling  holders,  underwriting
     discounts and  commissions,  and transfer taxes for selling holders and any
     other  expenses  relating to the sale of securities by the selling  holders
     not expressly included above shall be borne by the selling holders.

          (c) The Company shall indemnify  Investor,  its officers and directors
     and each  person,  if any,  who  controls  Investor  within the  meaning of
     Section 15 of the Securities Act against all losses,  claims,  damages, and
     liabilities caused by any untrue statement or alleged untrue statement of a
     material fact contained in the registration statement or prospectus (and as
     amended or supplemented)  relating to such  registration,  or caused by any
     omission or alleged omission to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the  circumstances  under which they are made,  unless such statement or
     omission  was made in  reliance  upon and in  conformity  with  information
     furnished in writing to the Company expressly for use therein by Investor.

          (d) Investor shall  indemnify the Company,  its officers and directors
     and each person,  if any,  who  controls the Company  within the meaning of
     Section 15 of the Securities Act against all losses,  claims,  damages, and
     liabilities caused by any untrue statement or alleged untrue statement of a
     material fact contained in the registration statement or prospectus (and as
     amended or supplemented)  relating to such  registration,  or caused by any
     omission or alleged omission to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the  circumstances  under  which  they  are  made,  provided  that  this
     paragraph (e) shall apply only to statements or omissions  made in reliance
     upon and in conformity with information furnished in writing to the Company
     expressly for use therein by the Investor.

     9. Other.

          (a) This  Agreement  and the rights  and  obligations  of the  parties
     hereunder  shall  not be  assignable,  in whole or in  part,  by any  party
     without the prior  written  consent of the other  party,  and neither  this
     Agreement  nor any  provision  hereof may be amended,  modified,  waived or
     discharged   without  the  written   consent  of  the  party  against  whom
     enforcement  of such  amendment,  modification,  waiver,  or  discharge  is
     sought.
<PAGE>

          (b)  This   Agreement,   including  the  exhibits   attached   hereto,
     constitutes  the entire  agreement  of the parties  relative to the subject
     matter   hereof  and   supersedes   any  and  all  other   agreements   and
     understandings,  whether written or oral, relative to the matters discussed
     herein.

          (c) This Agreement  shall be construed and enforced in accordance with
     the laws of the  State of  Minnesota,  except  for its  rules  relating  to
     conflicts of law.

          (d) This Agreement may be executed in two or more  counterparts,  each
     of which  shall be  deemed an  original,  but all of which  together  shall
     constitute one and the same instrument.

          (e) The Company agrees to reimburse  Investor for up to $2,000 of fees
     or expenses incurred by Investor in connection with this Agreement.

     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed as of the date set forth above.

                                         HEALTH FITNESS CORPORATION

                                         By: /s/ Charles E. Bidwell
                                         Its:

                                         BRIGHTBRIDGE FUND I, L.P.
                                         By:  Brightstone Capital Limited LLC,
                                              General Partner

                                         By: /s/ Illegible
                                         Its: Partner
                                         Address: Brightbridge Fund I, L.P
                                               c/o Brightstone Capital Limited
                                               7200 Metro Blvd, Suite 200
                                               Edina Minnesota 55439
                                               Tax I.D. No.:  41-1839255