EMPLOYMENT AGREEMENT



     This Employment Agreement (the "Agreement") is entered into as of December

1, 2006, by and between Health Fitness Corporation (the "Company"), a Minnesota

corporation, and Gregg Lehman ("Executive").



     WHEREAS, Executive desires to be employed by the Company and the Company

desires to employ Executive on the terms stated in this Agreement;



     WHEREAS, Executive acknowledges and agrees that he has had, in his capacity

as a member of the Company's Board of Directors, and will continue to have

access to confidential, proprietary and trade secret information in the course

of his employment with the Company, the unauthorized use or disclosure of which

would cause irreparable harm to the Company;



     WHEREAS, the Company has expended and will continue to expend substantial

time, money and effort in developing a list of customers and potential

customers, in developing its customer relationships, goodwill, its

organizational and financial structure, characteristics, products, services,

design, culture, strategies, contracts, and methods of operation, and other

confidential information;



     WHEREAS, Executive acknowledges that he has been notified and recognizes

that the execution of this Agreement, including specifically the restrictive

covenants contained in Paragraph 12 of this Agreement, is an express condition

of his employment with the Company; and



     WHEREAS, the Company and Executive wish to set forth the terms of their

agreement in writing.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

contained herein and for other good and valuable consideration, the receipt and

sufficiency of which is specifically acknowledged by the parties, the Company

and Executive agree as follows:



     1. EMPLOYMENT. The Company agrees to employ Executive, effective on January

1, 2007 (the "Effective Date"), and Executive accepts such employment, upon the



terms and conditions set forth in this Agreement.



     2. TERM OF EMPLOYMENT. The Company shall employ Executive for an indefinite

duration until his employment is terminated in accordance with Paragraphs 9 or

10 of this Agreement.



     3. DUTIES AND RESPONSIBILITIES. Executive shall devote his full time,

attention and best efforts to the duties and responsibilities of his position,

and to the business and affairs of the Company. Executive's title shall be

President and Chief Executive Officer, reporting to the Company's Board of

Directors. Executive shall perform all duties and responsibilities of such

position, as those duties and responsibilities may change from time to



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time. Executive shall comply with the Company's standards, policies and

procedures in effect and as they may change from time to time; provided, that to

the extent such policies and procedures are inconsistent with this Agreement,

the provisions of this Agreement shall control.



     4. OUTSIDE ACTIVITIES. Executive shall not engage in any business or other

activities that are competitive, or that conflict or interfere, with the

Company's business or interests, or that interfere in any way with Executive's

duties and responsibilities to the Company. Executive shall not engage in any

activity that would subject the Company to criticism or adverse publicity.

Executive shall not accept remuneration of any kind from Executive's

participation in any outside activity without the express written approval of

the Company. The foregoing, however, shall not be construed as preventing

Executive from engaging in charitable or other community or nonprofit activities

that do not interfere with Executive's duties and responsibilities to the

Company or conflict with the Company's interests.



     5. COMPENSATION.



     (a) Salary. The Company shall pay Executive a gross bi-weekly salary of

$10,576.92 (which is $275,000.00 on an annual basis) (the "Base Salary"), less

applicable withholding for income and FICA taxes and any other proper

deductions. The Base Salary will be paid to Executive in accordance with the

Company's normal payroll practices. Future increases to the Base Salary, if any,

shall be reviewed from time to time by the Board of Directors and determined by

the Board of Directors, in its sole discretion.



     (b) Bonus. Executive shall be eligible for an annual bonus of between

fifteen percent (15%) and fifty percent (50%) of the Base Salary, based upon the

achievement of financial objectives set annually by the Board of Directors. The

amount of the bonus shall correspond to the Company achieving between

ninety-five percent (95%) and one hundred ten percent (110%) of such financial

objectives. The intent is that Executive would receive a bonus equal to at least

fifteen percent (15%) of the Base Salary if ninety-five percent (95%) of the

applicable financial objectives is achieved and a bonus of at least fifty

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