CONSULTING AGREEMENT II

         THIS CONSULTING  AGREEMENT (the  "Agreement") is effective as of May 1,
1998, between Health Fitness  Corporation (the "Company"),  located at 3500 West
80th Street, Suite 130, Bloomington, Minnesota 55431 and Charles E. Bidwell (the
"Consultant"), residing at 835 Windjammer Lane, Mound, Minnesota 55364.

                                    RECITALS:

         WHEREAS,  the Company  wishes to provide for the services of Consultant
to perform  certain  financial,  accounting and other  responsibilities  for the
Company for the term and on the conditions here set forth; and

         WHEREAS,  Consultant desires to be assured of certain payments from the
Company for Consultant's services during the term and,

         WHEREAS,  Company desires 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 here contained,
the Company and Consultant  each intend to be legally bound,  covenant and agree
as follows:

1. Termination of Previous Agreement and Consulting Agreement. The parties agree
that the Consulting  Agreement dated April 1, 1997 is terminated effective April
30, 1998. Upon the terms and conditions set forth in this Agreement, the Company
hires the Consultant to perform certain functions as set forth in Section 2.

2. Duties.  Consultant shall design a Management  Reporting System, shall assist
in a recapitalization  of the Company,  and shall perform certain duties until a
Chief Financial  Officer of the Company is hired,  and such other duties as may,
from time to time, be negotiated between the Consultant and the President or the
Board of Directors of the Company.

3. Term. Consultant's relationship shall commence on the above date and continue
until:  (a) one  year  after  the date  the  Company  gives  written  notice  of
termination  to the  Consultant  or (b) ninety days after the  Consultant  gives
written notice of termination to the Consultant.

4.       Payments to Consultant.

         (a)      Fees.  For services  rendered  under this  Agreement,  Company
                  shall pay  Consultant  fees at a monthly rate of $14,500.  The
                  Consultant  shall  not be  eligible  for any  benefits  of the
                  Company.  During the term of this Agreement,  Consultant shall
                  be   expected  to  perform   services   for  the  Company  for
                  approximately  fifteen working days per month,  which shall be
                  adjusted by mutual agreement of the parties.


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         (b)      Additional   Fees.  The  Consultant   shall  be  eligible  for
                  additional  fees for each year this  Agreement  is in  effect,
                  which shall be calculated on a calendar year basis and paid by
                  March 31st of each year.  The  additional  fees shall be based
                  upon a comparison of the Company's actual pre-tax profits (not
                  including any bonus paid to Loren Brink or Consultant) ("PTP")
                  with the Company's budgeted pre-tax profits (not including any
                  bonus  budgeted for Loren Brink or Consultant)  ("BPTP").  The
                  bonus shall be paid in accordance with the following formula:

                  o    If Company's PTP = 90% of BPTP,  then the  additional fee
                       shall be 25% of $174,000.

                  o    If Company's PTP = 100% of BPTP,  then the additional fee
                       shall be 35% of $174,000.

                  o    If Company's PTP = 120% of BPTP,  then the additional fee
                       shall be 55% of $174,000.

                  PTP's between 90% and 120% shall result in prorated fees.

5.  Business  Expenses.  The  Consultant  shall bill the Company and the Company
shall pay to  Consultant  all business  expenses  incurred by the  Consultant in
performing his duties for the Company. For purposes of business travel expenses,
Consultant's office in Hamel, Minnesota shall be considered  Consultant's office
and  Consultant  shall be paid  mileage for trips  between  Hamel and  Company's
office in Bloomington, Minnesota.

6.       Confidential Information.

         (a) For purposes of this Section 6, the term "Confidential Information"
         means information which is not generally known and which is proprietary
         to the 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 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  Consultant  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  Consultant,  or by  others,  and
         without regard to the manner in which Consultant obtains access to such
         information.

         (b) Consultant 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.


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7.       Inventions.

         (a) For  purposes  of this  Section  7,  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 Consultant 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  Consultant  was  obligated  to perform  the
         duties described in Section 2.

         (b) Consultant  agrees that all Inventions made,  authored or conceived
         by Consultant, either solely or jointly with others, during the term of
         this  Agreement,  shall be the sole and exclusive  property of Company.
         Upon  termination of this  Agreement,  Consultant  shall turn over to a
         designated  representative  of Company  all  property  in  Consultant's
         possession  and  custody  belonging  to Company.  Consultant  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  Consultant's
         possession at any time during the term of this Agreement.

         (c) Consultant  will promptly upon request by Company fully disclose to
         Company in writing any Inventions.  Consultant will assign (and by this
         Agreement,  hereby  assigns) to Company all of  Consultant'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, Consultant will apply for such United States or
         foreign  patents or  copyrights  as  Company  may deem  desirable,  and
         Consultant  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 Consultant renders assistance to Company
         under this Section 7(c) after  termination of this  Agreement,  Company
         shall pay a reasonable  fee as determined  by Company for  Consultant's
         time and expenses.

8. 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.

9. Indemnification  Company shall indemnify Consultant for all expenses incurred
by Consultant,  including any  judgments,  or claims,  and including  reasonable
attorney  expenses and other expenses,  for any matter arising out of or related
to  Consultant's  actions  or failure  to act on behalf of the  Company,  to the
extent permitted by Minn. Stat. Section 302A.559.


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10.      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 Consultant  hereunder.  Any such
         successor or assign shall be included in the term  "Company" as used in
         this  Agreement.  Consultant may not assign his rights and  obligations
         hereunder,  except that Consultant's  rights and obligations to receive
         fees and expenses  pursuant to Sections 4 and 5 may be assigned by will
         or by operation of law to Consultant's estate or legal representative.

         (b) Notices. All notices,  requests and demands shall 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 CORPORATION.
                  3500 West 80th Street, Suite 130
                  Minneapolis, Minnesota 55431


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

                  MR. CHARLES E. BIDWELL
                  835 Windjammer Lane
                  Mound, Minnesota 55364

         Either party may by notice  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  consenting  to  the  exclusive
         jurisdiction of said courts for this purpose.


<PAGE>

         (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  Conflict  in a  Business.  Consultant  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,  Consultant  may enter  into any  business
         transaction  that is, in the opinion of the  Compensation  Committee 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 a majority of the members of the Compensation Committee
         of the Company's Board of Directors.

         (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  Consultant of any other rights  Consultant  may have
         now, or in the future, pursuant to law.

         (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.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered  this _____ day of June,  1998 to be effective as of
the day and year first above written.



HEALTH FITNESS CORPORATION


By: /s/ Loren S. Brink
Its:   President


CONSULTANT


/s/ Charles E. Bidwell
Charles E. Bidwell