SECOND AMENDMENT TO
            SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

     This Second  Amendment,  dated as of August 6, 1997, is made by and between
HEALTH  FITNESS  CORPORATION  f/k/a Health  Fitness  Physical  Therapy,  Inc., a
Minnesota  corporation (the  "Borrower"),  and NORWEST BANK MINNESOTA,  NATIONAL
ASSOCIATION, a National Banking Association (the "Lender").

                                    Recitals

     The Borrower and the Lender have entered into a Second Amended and Restated
Credit and Security  Agreement dated as of February 4, 1997, as amended by First
Amendment to Second Amended and Restated Credit and Security  Agreement dated as
of May 16, 1997 (as amended, the "Credit Agreement").

     Due to the proposed stock  acquisition of Medlink  Services,  Inc., an Iowa
corporation  formerly  known as  Medlink  Management  Services,  Inc.  ("Medlink
Services") and Medlink  Corporation,  an Iowa corporation  ("Medlink") by Health
Fitness Rehab of Iowa, Inc., an Iowa corporation  ("HFRI"),  a subsidiary of the
Borrower,  the Borrower has  requested  that certain  amendments  be made to the
Credit Agreement.  The Lender is willing to make such amendments pursuant to the
terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements herein contained, it is agreed as follows:

     1. Defined Terms.  Capitalized  terms used in this Second  Amendment  shall
have the same  meanings  given them in the Credit  Agreement,  unless  otherwise
defined herein.  In addition,  Section 1.1 of the Credit Agreement is amended by
adding or amending, as the case may be, the following definitions:

          "`Affiliate'  or  `Affiliates'  means  Sports  &  Orthopedic  Physical
     Therapy,  Inc.,  Health Fitness  Physical Therapy of Tahoe,  Inc.,  Fitness
     Centers of America, Health Fitness Rehab, Inc., Preferred Companies,  HFRI,
     Duffy,  Medlink  Services,  Medlink  and any other  Person  Controlled  by,
     Controlling or under common Control with the Borrower,  including  (without
     limitation) any Subsidiary of the Borrower."

          "`Corporate  Guarantors'  means Sports & Orthopedic  Physical Therapy,
     Inc.,  Health Fitness Physical Therapy of Tahoe,  Inc.,  Fitness Centers of
     America,  Preferred  Companies,  Health Fitness Rehab,  Inc., HFRI,  Duffy,
     Medlink Services, and Medlink."

          "`Medlink' means Medlink Corporation, an Iowa corporation."

          "`Medlink Services' means Medlink Services,  Inc., an Iowa corporation
     formerly known as Medlink Management Services, Inc."
<PAGE>

          "`Medlink  Shareholders' means Jerry Anderson, Ted Roush, Doris Davis,
     A.Y. Al-Shash and Clifford Makohoniuk."

          "`Second  Amendment'  means that  certain  Second  Amendment to Second
     Amended and Restated Credit and Security Agreement,  dated  as of August 6,
     1997, by and between the Borrower and the Lender."

          "`Second  Amendment  Funding  Date' means the date on which the Second
     Amendment becomes effective."

          "`Subsidiary'  means any corporation,  including  without  limitation,
     Sports & Orthopedic Physical Therapy, Inc., Health Fitness Physical Therapy
     of Tahoe,  Inc.,  Fitness Centers of America,  Health Fitness Rehab,  Inc.,
     Preferred  Companies,  HFRI, Duffy (a subsidiary of HFRI), Medlink Services
     (a subsidiary of HFRI),  and Medlink (a subsidiary of HFRI),  of which more
     than 50% of the  outstanding  shares of capital stock having general voting
     power  under  ordinary  circumstances  to elect a majority  of the board of
     directors of such  corporation,  irrespective of whether or not at the time
     stock of any other class or classes  shall have or might have voting  power
     by reason of the happening of any  contingency,  is at the time directly or
     indirectly  owned by the  Borrower,  by the  Borrower and one or more other
     Subsidiaries, or by one or more other Subsidiaries."

          "`Term Note' means the Borrower's  second  replacement term note dated
     as of August 6, 1997, payable to the order of the Lender,  substantially in
     the form of Exhibit A to the Second Amendment, and any note or notes issued
     in  substitution  or  replacement  therefor,  as the same may  hereafter be
     amended, supplemented or restated from time to time."

     2. Term  Advances.  Section 2.3 of the Credit  Agreement  is amended in its
entirety and replaced with the following new section:

          "Section  2.3 Term  Advances.  The  Lender  agrees,  on the  terms and
     subject to the conditions  herein set forth, to make (a) an initial advance
     to the  Borrower on the Funding Date in the amount of  $1,250,000  less the
     amount of Existing  Term  Advances  then  outstanding  (the  "Initial  Term
     Advance"),  (b) a second  advance to the Borrower in the amount of $250,000
     upon the  satisfaction  of all  conditions  set forth in Section 4.3 hereof
     (the "Second  Term  Advance"),  (c) a third  advance to the Borrower in the
     amount of $1,000,000  upon the  satisfaction of all conditions set forth in
     Section 4.4 hereof (the "Third Term Advance"),  (d) a fourth advance to the
     Borrower in the amount of $350,000 on the First Amendment Date (the "Fourth
     Term  Advance"),  and (e) a fifth  advance to the Borrower in the amount of
     $425,000 on the Second  Amendment  Funding Date (the "Fifth Term  Advance",
     and together  with the Initial Term Advance,  the Second Term Advance,  the
     Third Term Advance and the Fourth Term Advance,  the "Term  Advances").  If
     the  Second  Term  Advance  is not made on or before  March 31,  1997,  the
     Lender's  obligation to make the Second Term Advance  shall be  terminated,
     and no Second Term Advance  shall be made. If the Third Term Advance is not
     made on or before March 31, 1997, the Lender's obligation to make the Third
     Term Advance shall be terminated,  and no Third Term Advance shall be made.
     If the  Fourth  Term  Advance is not made on or before  May 31,  1997,  the
     Lender's  obligation to make the Fourth Term Advance  shall be  terminated,
     and no Fourth Term Advance  shall be made. If the Fifth Term Advance is not
     made on or before  August 30,  1997,  the Lender's  obligation  to make the
     Fifth Term Advance shall be terminated,  and no Fifth Term Advance shall be
     made. The Borrower's obligation to pay the Term Advances shall be evidenced
     by the Term Note and shall be  secured by the  Collateral  as  provided  in
     Article III."
<PAGE>

     3. New Trade Names, Chief Executive Office, Principal Place of Business and
Locations of Collateral.  Schedule 5.1 is hereby amended by deleting  paragraphs
1, 3, 5 and 7 therein and inserting the following:

     1. Borrower (Health Fitness Corporation)

          A. Trade Names and Division Names of Borrower

             Rivercity  Rehab 
             Pro Source  Fitness  (formerly  The Fitness Center Store) 
             Health Fitness Physical Therapy,  Inc. (Former  name of Borrower)  
             Indian  Ventures,  Inc.  (Former name of Borrower) 
             Health Fitness  Consultants,  Inc. (Former name of Borrower)

          B. Chief Executive Office/Principal Place of Business of Borrower

             Health Fitness Physical Therapy, Inc.
             3500 West 80th Street
             Suite 130
             Bloomington, Minnesota 55431

          C. Other Inventory and Equipment Locations

             5614 36th Street West
             St. Louis Park, Minnesota 55416

             7441 France Avenue South
             Edina, Minnesota 55431

             3600 West 80th Street
             Suite 95
             Bloomington, Minnesota 55431

             133 Hedin Avenue
             Red Wing, Minnesota 55066
<PAGE>

             12432 Lolly Court
             Saratoga, California 95070

             1723 Village Court
             Crystal Lake, Illinois 60014

             7 Happ Road
             Northfield, Illinois 60093

             1001 Cherry Blossom Way
             Georgetown, Kentucky 40324

             634 Harwood Drive
             Fargo, North Dakota 58104

             13 Pendry Avenue
             Cincinnati, Ohio 45215

     3. Health Fitness Physical Therapy of Tahoe, Inc.

          A. Trade Names and Division Names of Borrower

             None

          B. Chief Executive Office/Principal Place of Business of Borrower

             Health Fitness Physical Therapy of Tahoe, Inc.
             3500 West 80th Street
             Suite 130
             Bloomington, Minnesota 55431

          C. Other Inventory and Equipment Locations

             None.

     5. Health Fitness Rehab, Inc.

          A. Trade Names and Division Names of Borrower

             Health Fitness Rehab
             Isernhagen & Associates
             Isernhagen Ltd.
<PAGE>

          B. Chief Executive Office/Principal Place of Business of Borrower

             Health Fitness Rehab, Inc.
             3500 West 80th Street
             Suite 130
             Bloomington, Minnesota 55431

          C. Other Inventory and Equipment Locations

             Isernhagen & Associates
             2202 Water Street
             Duluth, Minnesota 55812

     7. Health Fitness Rehab of Iowa, Inc.

          A. Trade Names and Division Names

             K.A.M. Physical Therapy Services
             Duffy & Associates Physical Therapy
             Iowa Hand Rehabilitation Center
             Medlink Services, Inc.
             Medlink Management Services, Inc.
             Medlink Corporation
             R.G. Anderson Center for Work Injury Rehabilitation
             Travel Dent

          B. Chief Executive Office/Principal Place of Business

             Health Fitness Rehab of Iowa, Inc.
             3500 West 80th Street
             Suite 130
             Bloomington, Minnesota 55431

          C. Other Inventory and Equipment Locations

             K.A.M. locations:

                  Mercy Hospital of Franciscan Sisters
                  201 8th Avenue S.E.
                  Oelwein, Iowa

                  West Union Good Samaritan Center
                  201 Hall Street
                  West Union, Iowa
<PAGE>

                  Peoples Memorial Hospital
                  Highway 20, East
                  Independence, Iowa

                  Central Community Hospital
                  Elkader, Iowa

             Duffy & Associates Physical Therapy locations:

                  925 East  First  Street  
                  Suites I, J., K & L
                  Schneider's Square 
                  Ankeny, Iowa 50021

                  7116, 7120 & 7124 University Avenue
                  Des Moines, Iowa 50311

            Medlink Services, Inc. and Medlink Corporation locations:

                  10052 Justin Drive
                  Urbandale, Iowa 50322

                  210 E. Franklin
                  Bloomfield, Iowa  52537

          4.  Subsidiaries.  Schedule  5.4 of the  Credit  Agreement  is  hereby
     amended by adding the following:

                 "Medlink Services, Inc.
                 Medlink Corporation"

          5.  Permitted  Liens.  Schedule 7.1 of the Credit  Agreement is hereby
     amended by adding the following to the end of the Permitted Liens list:
<TABLE>
<CAPTION>
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
       Debtor             Creditor             Collateral           Jurisdiction        Filing Date     Filing No.
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
<S>                   <C>                <C>                     <C>                     <C>              <C>    

  Medlink Services    First Trust N.A.   Specified Leased        Iowa Secretary of       09/29/94         K577659
                                         Equipment               State                   10/19/94         K585843
                                                                                         02/28/95         K629959
                                                                                         03/08/95         K632773
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
  Medlink Services    Norwest Bank       Specified Leased        Iowa Secretary of       01/22/96         K705456
                      Iowa, N.A.         Equipment               State
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
  Medlink Services    Norwest Bank       Specified Leased        Iowa Secretary of       12/14/95         K695907
                      Iowa, N.A.         Equipment               State
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
</TABLE>
<PAGE>

     6. Permitted  Indebtedness.  Schedule 7.2 of the Credit Agreement is hereby
amended by adding the following to the end of the Permitted Indebtedness list:
<TABLE>
<CAPTION>

------------------------- ---------------- ------------------------- -------------- ---------------------------------

        Creditor            Principal           Maturity Date          Monthly                 Collateral
                              Amount                                    Payment
------------------------- ---------------- ------------------------- -------------- ---------------------------------
<S>                          <C>               <C>                      <C>         <C>    

First Trust, N.A.            $6,167.60         October __, 1999         $262.50     Specified leased ARCON equipment
------------------------- ---------------- ------------------------- -------------- ---------------------------------

Norwest Bank Iowa, N.A.       $810.00         December __, 1997         $154.12     Specified leased CI5000 slide
                                                                                    maker equipment
------------------------- ---------------- ------------------------- -------------- ---------------------------------

Norwest Bank Iowa, N.A.       $251.00         November __, 1997         $67.03      Specified Rich Mar Model X
                                                                                    ultrasound equipment
------------------------- ---------------- ------------------------- -------------- ---------------------------------
</TABLE>

     7. No Other Changes. Except as explicitly amended by this Second Amendment,
all of the terms and  conditions  of the Credit  Agreement  shall remain in full
force and effect and shall apply to any advance or letter of credit thereunder.

     8. Consent to Acquisition of Medlink  Services and Medlink.  Section 7.7 of
the Credit Agreement prohibits the Borrower and its Subsidiaries from acquiring,
consolidating  with or merging  into any Person,  provided  that the Borrower is
permitted to acquire 100% of all common and preferred  stock of HFRI and HFRI is
permitted to acquire 100% of K.A.M.  The Borrower and HFRI have  requested  that
the Lender consent to HFRI's  acquisition of Medlink  Services and Medlink,  and
waive any Default arising as a result of such  acquisition  under Section 7.7 of
the Credit  Agreement.  Effective  as of July 31, 1997,  and  provided  that the
contemplated  acquisition  occurs within 10 days  thereafter,  the Lender hereby
consents to such acquisition and waives any default arising under Section 7.7 as
a result of such acquisition.

     9. Amendment Fee. The Borrower shall pay the Lender as of the date hereof a
fully earned, non-refundable fee in the amount of $2,125 in consideration of the
Lender's execution of this Second Amendment.

     10. Conditions Precedent. This Second Amendment shall be effective when the
Lender shall have received an executed  original  hereof,  together with each of
the following,  each in substance and form  acceptable to the Lender in its sole
discretion:

           (a) The second  replacement  term note,  substantially in the form of
     Exhibit A hereto,  duly  executed on behalf of the  Borrower  (the  "Second
     Replacement Note").
<PAGE>

           (b) The  Acknowledgment  and Agreement of Guarantors set forth at the
     end of this Second Amendment, duly executed by each Guarantor.

           (c) A  Certificate of the Secretary of the Borrower certifying  as to
     (i) the resolutions of the board of directors of the Borrower approving the
     execution and delivery of this Second Amendment and the Second  Replacement
     Note, ( ii) the fact that the Articles of  Incorporation  and Bylaws of the
     Borrower,  which were certified and delivered to the Lender pursuant to the
     Certificate of Authority of the Borrower's  Secretary  dated as of February
     4,  1997 in  connection  with the  execution  and  delivery  of the  Credit
     Agreement  continue  in full force and effect and have not been  amended or
     otherwise  modified except as set forth in the Certificate to be delivered,
     and ( iii) certifying that the officers and agents of the Borrower who have
     been certified to the Lender,  pursuant to the  Certificate of Authority of
     the Borrower's  Secretary dated as of February 4, 1997, as being authorized
     to sign and to act on behalf of the Borrower  continue to be so  authorized
     or setting  forth the sample  signatures of each of the officers and agents
     of the Borrower  authorized  to execute and deliver this Second  Amendment,
     the  Second  Replacement  Note,  and all other  documents,  agreements  and
     certificates on behalf of the Borrower.

           (d) An opinion of the Borrower's  counsel as to the matters set forth
     in  paragraphs  11(a) and 11(b) hereof and as to such other  matters as the
     Lender shall require.

           (e) The Agreement of Purchase and Sale by and among Medlink Services,
     Medlink,  the Medlink  Shareholders,  Health Fitness  Corporation and HFRI,
     pursuant  to which  HFRI  acquires  and  controls  100% of the  common  and
     preferred stock of Medlink  Services and Medlink,  and such other documents
     and evidence of a successful purchase as the Lender may reasonably require.

           (f) An opinion of counsel to Medlink Services and Medlink,  addressed
     to HFRI and the Borrower, opining as to the acquisition of Medlink Services
     and Medlink by HFRI.

           (g) Evidence  that the Borrower owns and controls 100% of the capital
     stock of HFRI and that HFRI owns and controls  100% of the capital stock of
     Medlink Services and Medlink.

           (h) Separate guaranties,  substantially in the form of the guaranties
     executed by the other Corporate  Guarantors,  properly  executed by Medlink
     Services  and  Medlink  pursuant  to which  Medlink  Services  and  Medlink
     unconditionally guaranty the full and prompt payment of all Obligations.

           (i) Separate Corporate Guarantor Security  Agreements,  substantially
     in the form of the  security  agreements  executed  by the other  Corporate
     Guarantors, duly executed by Medlink Services and Medlink.
<PAGE>

           (j) A certificate of the Secretary or Assistant  Secretary of Medlink
     Services  certifying as to (i) the  resolutions  of the  directors  and, if
     required,  shareholders,  of Medlink  Services  authorizing  the execution,
     delivery  and  performance  of the guaranty  executed and  delivered to the
     Lender  by  Medlink   Services;   (ii)   Medlink   Services'   articles  of
     incorporation  and  bylaws;  and (iii) the  signatures  of the  officers or
     agents authorized to execute and deliver such guaranty on behalf of Medlink
     Services.

           (k) A certificate of the Secretary or Assistant  Secretary of Medlink
     certifying as to (i) the  resolutions  of the  directors  and, if required,
     shareholders,   of  Medlink   authorizing   the  execution,   delivery  and
     performance  of the  guaranty  executed  and  delivered  to the  Lender  by
     Medlink; (ii) Medlink's articles of incorporation and bylaws; and (iii) the
     signatures of the officers or agents authorized to execute and deliver such
     guaranty on behalf of Medlink.

           (l) Current searches of appropriate  filing offices showing that ( i)
     no state or  federal  tax or  judgment  liens have been filed and remain in
     effect against the Medlink Shareholders, Medlink Services, Medlink or HFRI,
     ( ii) no financing  statements have been filed and remain in effect against
     the  Medlink  Shareholders,   Medlink  Services,  Medlink  or  HFRI  except
     financing statements acceptable to the Lender in its sole discretion, and (
     iii) the  Lender  has duly  filed all  financing  statements  necessary  to
     perfect its security  interests in the property of HFRI, to the extent such
     security interests are capable of being perfected by filing.

           (m) An  opinion  of counsel to the  Borrower,  Medlink  Services  and
     Medlink, addressed to the Lender.

           (n) Payment of the fee described in Paragraph 9.

           (o) Such other matters as the Lender may reasonably require.

     11.  Representations  and Warranties.  The Borrower  hereby  represents and
warrants to the Lender as follows:

          (a) The Borrower has all requisite power and authority to execute this
     Second Amendment and the Second  Replacement Note and to perform all of its
     obligations hereunder, and this Second Amendment and the Second Replacement
     Note have been duly executed and  delivered by the Borrower and  constitute
     the legal,  valid and binding  obligation of the Borrower,  enforceable  in
     accordance  with  its  terms  (subject  to  laws  generally  affecting  the
     enforcement of creditors' rights).

          (b) The  execution,  delivery and  performance by the Borrower of this
     Second Amendment and the Second  Replacement Note have been duly authorized
     by  all   necessary   corporate   action  and  do  not  (  i)  require  any
     authorization,   consent  or  approval  by  any  governmental   department,
     commission, board, bureau, agency or instrumentality,  domestic or foreign,
     ( ii) violate any provision of any law, rule or regulation or of any order,
     writ, injunction or decree presently in effect, having applicability to the
     Borrower, or the articles of incorporation or by-laws of the Borrower, or (
     iii) result in a breach of or  constitute a default  under any indenture or
     loan or credit  agreement or any other  agreement,  lease or  instrument to
     which the Borrower is a party or by which it or its properties may be bound
     or affected.
<PAGE>

          (c) All of the representations  and warranties  contained in Article V
     of the Credit  Agreement are correct on and as of the date hereof as though
     made on and as of such date, except to the extent that such representations
     and warranties relate solely to an earlier date.

     12. References.  All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby;  and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit  Agreement as amended  hereby.  Upon the  satisfaction of
each of the conditions set forth in paragraph 10 hereof, the definition of "Term
Note" and all references thereto in the Credit Agreement shall be deemed amended
to describe the Second  Replacement Note, which Second Replacement Note shall be
issued by the Borrower to the Lender in replacement,  renewal and amendment, but
not in repayment, of the Replacement Note in the principal amount of $2,850,000.

     13. No Waiver. The execution of this Second Amendment and acceptance of the
Second  Replacement Note and any documents related hereto shall not be deemed to
be a waiver of any  Default or Event of Default  under the Credit  Agreement  or
breach,  default  or event of  default  under  any  Security  Document  or other
document  held by the Lender,  whether or not known to the Lender and whether or
not existing on the date of this Second Amendment.

     14. Release. The Borrower, and each Guarantor by signing the Acknowledgment
and  Agreement  of  Guarantors  set forth  below,  each  hereby  absolutely  and
unconditionally  releases  and forever  discharges  the Lender,  and any and all
participants,   parent   corporations,   subsidiary   corporations,   affiliated
corporations,  insurers,  indemnitors,  successors and assigns thereof, together
with all of the present and former directors,  officers, agents and employees of
any of the  foregoing,  from any and all claims,  demands or causes of action of
any  kind,  nature  or  description,  whether  arising  in law or equity or upon
contract  or tort or under  any state or  federal  law or  otherwise,  which the
Borrower or such  Guarantor  has had,  now has or has made claim to have against
any such person for or by reason of any act,  omission,  matter,  cause or thing
whatsoever  arising from the beginning of time to and including the date of this
Second Amendment,  whether such claims, demands and causes of action are matured
or unmatured or known or unknown.
<PAGE>

     15. Costs and Expenses.  The Borrower hereby  reaffirms its agreement under
the Credit  Agreement to pay or reimburse the Lender on demand for all costs and
expenses  incurred by the Lender in connection  with the Credit  Agreement,  the
Security  Documents  and all other  documents  contemplated  thereby,  including
without  limitation  all  reasonable  fees and  disbursements  of legal counsel.
Without  limiting the  generality of the  foregoing,  the Borrower  specifically
agrees  to pay all fees and  disbursements  of  counsel  to the  Lender  for the
services  performed by such counsel in connection  with the  preparation of this
Second  Amendment,  the Second  Replacement Note,  Medlink  Services'  Guaranty,
Medlink Services' Security  Agreement,  Medlink's  Guaranty,  Medlink's Security
Agreement and all other documents and instruments incidental hereto and thereto.
The Borrower hereby agrees that the Lender may, at any time or from time to time
in its sole discretion and without further authorization by the Borrower, make a
loan to the Borrower  under the Credit  Agreement,  or apply the proceeds of any
loan, for the purpose of paying any such fees, disbursements, costs and expenses
and the fee required under paragraph 9 hereof.

     16.  Miscellaneous.  This  Second  Amendment  and  the  Acknowledgment  and
Agreement of Guarantors may be executed in any number of  counterparts,  each of
which when so executed  and  delivered  shall be deemed an  original  and all of
which  counterparts,   taken  together,   shall  constitute  one  and  the  same
instrument.





                            [Signature Page Follows]



<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the date first written above.
 
NORWEST BANK  MINNESOTA,                    HEALTH   FITNESS CORPORATION
NATIONAL ASSOCIATION                        f/k/a Health Fitness Physical
                                            Therapy, Inc.                   
                                                         
                                                        


By: /s/ Ronald Leaf                         By:  /s/ Charles E. Bidwell
     Its:  Vice President                      Charles E. Bidwell
                                               Its: Chief Financial Officer
                                                   and Treasurer


<PAGE>

                  ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS

     The  undersigned,  each a guarantor of the  indebtedness  of Health Fitness
Corporation  f/k/a/ Health Fitness  Physical  Therapy,  Inc. (the "Borrower") to
Norwest Bank Minnesota, National Association (the "Lender") pursuant to separate
Guaranties  each dated as of February 4, 1997 (each, a  "Guaranty"),  hereby (i)
acknowledges  receipt of the foregoing  Second  Amendment;  (ii) consents to the
terms (including without limitation the release set forth in paragraph 14 of the
Second Amendment) and execution thereof;  (iii) reaffirms his or its obligations
to  the  Lender  pursuant  to  the  terms  of his  or  its  Guaranty;  and  (iv)
acknowledges  that the Lender may amend,  restate,  extend,  renew or  otherwise
modify the Credit  Agreement and any  indebtedness or agreement of the Borrower,
or enter into any agreement or extend additional or other credit accommodations,
without  notifying  or  obtaining  the  consent of the  undersigned  and without
impairing the liability of the undersigned  under his or its Guaranty for all of
the Borrower's present and future indebtedness to the Lender.

                                          SPORTS & ORTHOPEDIC PHYSICAL 
                                             THERAPY, INC.


/s/ Loren S. Brink                        By /s/ Charles E. Bidwell
     Loren Scott Brink                       Charles E. Bidwell
                                             Its Chief Financial Officer

HEALTH FITNESS PHYSICAL THERAPY           FITNESS CENTERS OF AMERICA
 OF TAHOE, INC.

By  /s/ Charles E. Bidwell                By /s/ Charles E. Bidwell
     Charles E. Bidwell                      Charles E. Bidwell
     Its Chief Financial Officer             Its Chief Financial Officer

HEALTH FITNESS REHAB, INC.                THE PREFERRED COMPANIES, INC.


By   /s/ Charles E. Bidwell               By /s/ Charles E. Bidwell
     Charles E. Bidwell                      Charles E. Bidwell
     Its Chief Financial Officer             Its Chief Financial Officer

DUFFY & ASSOCIATES PHYSICAL               HEALTH FITNESS REHAB OF IOWA, INC.
THERAPY CORP. 

By   /s/ Charles E. Bidwell               By /s/ Charles E. Bidwell
     Charles E. Bidwell                      Charles E. Bidwell
     Its Chief Financial Officer             Its Chief Financial Officer

<PAGE>


                                                                   Exhibit A to
                                                               Second Amendment
                                                              to Second Amended
                                                          & Restated Credit and
                                                             Security Agreement

                          SECOND REPLACEMENT TERM NOTE

$3,275,000                                               Bloomington, Minnesota
                                                                August __, 1997

     For value  received,  the  undersigned,  HEALTH FITNESS  CORPORATION  f/k/a
Health Fitness Physical Therapy, Inc., a Minnesota corporation (the "Borrower"),
hereby  promises  to pay on the  Termination  Date  under the  Credit  Agreement
(defined below), to the order of NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a
national  banking  association  (the  "Lender"),  at its office in  Bloomington,
Minnesota, or at any other place designated at any time by the holder hereof, in
lawful money of the United States of America and in immediately available funds,
the  principal sum of Three Million Two Hundred  Seventy-Five  Thousand  Dollars
($3,275,000)  or, if less, the unpaid principal amount of the Term Advances made
by the  Lender to the  Borrower  under the  Credit  Agreement  (defined  below),
together with interest on the principal amount  hereunder  remaining unpaid from
time to time,  computed on the basis of the actual  number of days elapsed and a
360-day  year,  from the date  hereof  until this Note is fully paid at the rate
from time to time in effect  under the Second  Amended and  Restated  Credit and
Security  Agreement of even date herewith (as the same may hereafter be amended,
supplemented  or  restated  from time to time,  the "Credit  Agreement")  by and
between the Lender and the Borrower.  The principal hereof and interest accruing
thereon shall be due and payable as provided in the Credit Agreement.  This Note
may be prepaid only in accordance with the Credit Agreement.

     This Note is issued  pursuant,  and is  subject,  to the Credit  Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Term Note referred to in the Credit Agreement. To the extent this Note evidences
the Borrower's obligation to pay the Term Advances prior to the Second Amendment
Funding Date, this Note is issued in substitution for and replacement of but not
in payment of the Borrower's  promissory note dated as of May 16, 1997,  payable
to the order of the Lender in the original principal amount of $2,850,000.

     This Note is secured, among other things,  pursuant to the Credit Agreement
and the  Security  Documents  as therein  defined,  and may now or  hereafter be
secured by one or more other  security  agreements,  mortgages,  deeds of trust,
assignments or other instruments or agreements.

     The  Borrower  hereby  agrees  to pay all  costs of  collection,  including
attorneys'  fees and legal expenses in the event this Note is not paid when due,
whether or not legal proceedings are commenced.

     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.

                            HEALTH FITNESS CORPORATION f/k/a/ Health Fitness 
                              Physical Therapy, Inc.


                            By ________________________________________
                               Charles E. Bidwell
                               Its Chief Financial Officer and Treasurer