CONSULTING AGREEMENT I

         THIS  CONSULTING  AGREEMENT (the  "Agreement") is effective as of April
1st, 1997, 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 assist it in certain  matters  relating  to the  raising of capital for the
  Company  during  the term of this  Agreement  and on the  conditions  here set
  forth; and

           WHEREAS,  Consultant desires to receive certain compensation from the
  Company for Consultant's services during the term which shall be contingent on
  raising a minimum amount of capital for the Company 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.  Consulting  Agreement.  Upon the  terms  and  conditions  set  forth in this
Agreement.  Company engages  Consultant,  and Consultant  accepts the consulting
relationship. Consultant shall be an independent contractor and shall not be the
employee,  servant,  agent, partner, or joint venturer of the Company, or any of
its officers,  directors, or employees.  The Consultant shall not have the right
to or be  entitled  to any of  the  employee  benefits  of  the  Company  or its
subsidiaries.  The  Consultant  agrees  to  arrange  for  the  Consultant's  own
liability,  disability, health, and workers' compensation insurance, and that of
the  Consultant's  employees,  if  any.  The  Consultant  further  agrees  to be
responsible for the  Consultant's  own tax  obligations  accruing as a result of
payments  for services  rendered  under this  Agreement,  as well as for the tax
withholding obligations with respect to the Consultant's employees, if any.

2. Duties.  Consultant shall devote the time to the Company as set forth in this
agreement  and shall use his best  efforts to raise a minimum of  $2,000,000  of
capital for the Company.

3. Term. Consultant's relationship shall commence on the above date and continue
to the earlier of: (a) thirty  days after the date  either  party gives  written
notice to the other party of its intent to terminate  this  Agreement or (b) the
effective  date of a written  agreement  between the parties to  terminate  this
Agreement.

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4.       Fees.

         (a) Fees. For services rendered under this Agreement, Company shall pay
         Consultant  fees at a monthly rate of $17,250.  During the term of this
         Agreement,  Consultant  shall be expected to perform  services  for the
         Company as mutually agreed by the parties.  Provided,  however that the
         fees  provided for in this  paragraph  shall be accrued and not paid to
         Consultant  until the Company raises a minimum of $2,000,000 of capital
         during the period  beginning  on April 1, 1997.  If the Company  raises
         $2,000,000  of capital  within one year after the  termination  of this
         Agreement,  the  Consultant  shall  receive  the fees set forth in this
         paragraph  for the  period  of time  from  April 1, 1997 to the date of
         termination.

         (b)  Stock  Option  Grant.  Subject  to the  Company  raising  at least
         $2,000,000  of capital  within one year,  the  Company  shall  grant to
         Consultant a  nonqualified  stock option to acquire up to 75,000 shares
         of the Company's Common Stock, in  substantially  the form set forth on
         the Stock Option attached as Exhibit A. Such Stock Option shall have an
         exercise  price of $2.25.  Such  option  shall be  exercisable  only in
         accordance with the following schedule:

                  Earliest                        Number of
                  Date of Exercise             Shares Exercisable
                                           
                  Immediately                        18,750
                  July 1, 1998                       18,750
                  July 1, 1999                       18,750
                  July 1, 2000                       18,750
                                  
         The  Consultant's  stock options shall be governed by the terms of this
Agreement and the Company's Stock Option Agreement with the Consultant  attached
and incorporated by reference.  Provided,  however, that the Consultant shall be
entitled to immediately exercise all his Stock Options if: (a) this Agreement is
terminated  before  July 1,  2000 or (b)  there is a Change  of  Control  of the
Company  before  July 1,  2000.  Change of Control is defined as (a) the sale of
substantially  all the assets of the Company;  or (b) one entity  (including its
affiliates)  owning 25% or more of the outstanding stock of the Company;  or (c)
more than 50% of the members of the Board of Directors  of the Company  changing
within a one year  period.  Consultant  shall have five years  after each of the
above Dates to exercise each option.

5.  Business  Expenses.  The  Consultant  shall bill the Company and the Company
shall  pay  to  Consultant  all  customary  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.


<PAGE>

6. Termination.  Subject to the respective continuing obligations of the parties
pursuant to Sections 7, 8, 9 and 10, this  Agreement may be terminated  prior to
the expiration of its then remaining applicable term by either the Consultant or
the Company giving the other party 30 days written notice.

7.       Confidential Information.

         (a) For purposes of this Section,  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.

8.       Inventions.

         (a)  For  purposes  of  this  Section,   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.


<PAGE>

         (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 after  termination of this Agreement,  Company shall
         pay a reasonable fee as determined by Company for Consultant's time and
         expenses.

9. 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.

10. 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.

11.      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.

         (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



<PAGE>

                  (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.

         (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  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  Consultant of any other rights  Consultant  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  this ______ day of June,  1998, to be effective 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