AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT AMENDMENT dated as of November 2, 1998, by and among Health Fitness Corporation, a Minnesota corporation ("Borrower"), Health Fitness Rehab, Inc., a Minnesota corporation ("HF Rehab"), The Preferred...

AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT

AMENDMENT dated as of November 2, 1998, by and among Health Fitness
Corporation, a Minnesota corporation ("Borrower"), Health Fitness Rehab, Inc., a
Minnesota corporation ("HF Rehab"), The Preferred Companies, Inc., an Arizona
corporation ("TPC"), Health Fitness Rehab of Iowa, Inc., an Iowa corporation
("HF Rehab Iowa"), ▇▇▇▇▇ & Associates Physical Therapy Corp., an Iowa
corporation ("▇▇▇▇▇"), Medlink Corporation, an Iowa corporation ("Medlink"),
Medlink Services, Inc., an Iowa corporation ("Medlink Services"), Midlands
Physical Therapy, Inc., a Nebraska corporation ("Midlands"), Fitness Centers of
America, a California corporation ("Fitness Centers"), Sports & Orthopedic
Physical Therapy, Inc., a Minnesota corporation ("Sports Therapy") and
International Fitness Club Network, Inc.. a Rhode Island corporation, formerly
known as ▇▇▇▇▇. ▇. ▇▇▇▇▇▇▇▇▇, Inc. ("IFCN", and together with Sports Therapy, HF
Rehab, TPC, HF Rehab Iowa, ▇▇▇▇▇, Medlink, Medlink Services, Midlands and
Fitness Centers, collectively, "Guarantors" and sometimes referred to
individually as a "Guarantor") and ▇▇▇▇▇▇▇▇▇ L.L.C., a New York limited
liability company ("Lender").

W I T N E S S E T H

WHEREAS, Lender and Borrower have entered into financing arrangements
pursuant to which Lender may make loans and advances and provide other financial
accommodations to Borrower as set forth in the Loan and Security Agreement,
dated February 17, 1998, by and among Lender, Borrower and Guarantors, as
amended by Amendment No. 1 to Loan and Security Agreement, dated February 28,
1998, Amendment No. 2 to Loan and Security Agreement, dated June 4, 1998,
Amendment No. 3 to Loan and Security Agreement, dated June 26, 1998, Amendment
No. 4 to Loan and Security Agreement, dated September 10, 1998, (and as amended
hereby and as the same may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement") and the
agreements, documents and instruments at any time executed and/or delivered in
connection therewith or related thereto (collectively, together with the Loan
Agreement, the "Financing Agreements");

WHEREAS, Borrower and Guarantors have requested certain amendments to
the Loan Agreement and Lender is willing to agree to such amendments, subject to
the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1. Definitions. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein, including, but not limited to, those
terms used and/or defined in the recitals above, shall have the respective
meanings assigned to such terms in the Loan Agreement.

2. Repayment of Certain Loans. As of the date hereof, the maximum
exposure in excess of the Borrowing Base is $149,000 Without limiting the rights
of Lender with respect to any other Loans at any time outstanding in excess of
the Borrowing Base, such amount shall be repaid in eight (8) consecutive weekly
installments on Tuesday of each week, commencing with Tuesday, November 3, 1998,
with the first seven (7) installments in the amount of $20,000 and the eighth
(8th) and final installment in the amount of $9,000, so long as the Loans
outstanding exceed the then current borrowing base; provided, that, the entire
amount of such Loans shall become immediately due and payable, without notice or
demand, at Lender's option, (a) upon the occurrence of an Event of Default or
upon the termination of the Loan Agreement, or (b) at any time that there are
any other Loans outstanding in excess of the Borrowing Base. The failure of
Borrower to make any of such payments shall constitute an Event of Default.

3. Waivers.

(a) Subject to the terms and conditions contained herein,
Lender hereby waives the Event of Default arising under Section 9.1(b) of the
Loan Agreement as a result of the failure of Borrower to comply with Section
8.10 and Section 8.10A of the Loan Agreement as of September 30, 1998, provided,
that, (i) such waiver shall only apply to the failure of Borrower to comply with
such Sections for the period from January 1, 1998 through and including
September 30, 1998 (and not as of the end of any month thereafter) and (ii) such
waiver shall not be effective unless and until Lender shall have received an
original of this Amendment duly executed and delivered by Borrower and
Guarantors.

(b) Lender has not waived, is not by this Amendment waiving,
and has no intention of waiving any other Event of Default which may have
occurred on or prior to the date hereof, whether or not continuing on the date
hereof, or which may occur after the date hereof (whether the same or similar to
the Events of Default referred to above), other than the Event of Default
specifically referred to in Section 3(a) for the period ending September 30,
1998. Upon the occurrence of any other Event of Default, whether or not
continuing on the date hereof, or which may occur on or after the date hereof
(whether the same or similar to the Event of Default described above, including
an Event of Default pursuant to the failure of Borrower and Guarantors to comply
with Section 8.10 or 8.10A of the Loan Agreement as of the last day of any month
after September 30, 1998), Lender shall have and hereby specifically reserves
the right in its discretion, to exercise any and all of its rights and remedies
under the Loan Agreement, the other Financing Agreements, applicable law or
otherwise.

(c) The foregoing waiver shall not be construed as a bar to or
a waiver of any other or further Event of Default on any future occasion,
whether similar in kind or otherwise and shall not constitute a waiver, express
or implied of any of the rights and remedies of Lender arising under the terms
of the Financing Agreements of any future occasion or otherwise.

4. Fee. As consideration for Lender's entering into this Amendment,
Borrower shall pay to Lender a fee in the amount of $20,000, which shall be
fully earned and payable as of the date hereof, and may be charged by Lender
directly to Borrower's loan account maintained by Lender.

5. Binding Effect. This Amendment has been duly executed and delivered
by Borrower and Guarantors and is in full force and effect as of the date
hereof, and the agreements and obligations of Borrower and Guarantors contained
herein constitute the legal, valid and binding obligations of Borrower and
Guarantors enforceable against Borrower and Guarantors in accordance with their
respective terms.

6. Conditions Precedent. The effectiveness of the other provisions of
this Amendment shall be subject to the receipt by Lender of an original of this
Amendment, duly authorized, executed and delivered by Borrower and Guarantors.

7. Effect of this Amendment. Except as modified pursuant hereto, no
other changes or modifications to the Financing Agreements are intended or
implied and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof. To the extent of conflict between the terms of this
Amendment and the other Financing Agreements, the terms of this Amendment shall
control.

8. Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary or
proper to effectuate the provisions and purposes of this Amendment.

9. Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York (without giving effect to
principles of conflicts of law or choice of law).

10. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.

11. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.

IN WITNESS WHEREOF, each of the undersigned have caused this agreement
to be duly authorized, executed and delivered as of the day and year first above
written.

HEALTH FITNESS CORPORATION HEALTH FITNESS REHAB, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇