HEALTH FITNESS CORP /MN/
EMPLOYMENT AGREEMENT - JAMES A. NARUM
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>3
<FILENAME>c75853exv10w7.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JAMES A. NARUM
<TEXT>
<PAGE>

                                                                    Exhibit 10.7

                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of March 25,
2003 by and between Health Fitness Corporation, a Minnesota corporation,
(hereinafter called "HFC"), and James Narum (hereinafter called "Executive"):

                                    RECITALS

         WHEREAS, HFC and Executive are parties to an Employment Agreement dated
April 21, 1995, (the Original Agreement"); and

         WHEREAS, Amendments to the Original Agreement were made as of the 19th
day of October 1999, and as of the 2nd day of November 2000; and

         WHEREAS, HFC and Executive wish to have this Amended and Restated
Employment Agreement replace the Original Agreement, as amended; and

         WHEREAS, the Executive is receiving, contingent upon the signing of
this Agreement, which contains among other matters confidentiality,
noncompetition and inventions provisions, an increase in base salary and the
benefit of the terms set forth in Article II of this Agreement;

         WHEREAS, the Executive wishes to continue to be employed with HFC and
HFC wishes to employ the Executive under the terms and conditions set forth in
this Agreement;

         WHEREAS, the Executive acknowledges and agrees that he has and will
continue to have access to confidential, proprietary and trade secret
information in the course of his employment with HFC, the unauthorized use or
disclosure of which would cause irreparable harm to HFC;

         WHEREAS, the Executive wishes to receive from HFC the additional
compensation, and the benefit of other terms of conditions of employment, as set
forth in this Agreement as valuable consideration for the confidentiality,
noncompetition, inventions and other provisions contained in this Agreement; and

         NOW, THEREFORE, in consideration of Executive's additional compensation
and the continuation of his employment under the terms and conditions of this
Agreement, any promotions, increases in compensation, and/or other benefits now
or hereafter paid or made available to Executive by HFC, and for other good and
valuable consideration the receipt and sufficiency of which is specifically
acknowledged by the parties, Executive and HFC agree as follows:

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                                    ARTICLE I

                      EMPLOYMENT, COMPENSATION AND BENEFITS

         1.01     Employment With HFC. HFC hereby agrees to continue to employ
Executive in the position of Sr. Vice President Corporate Business Development,
and Executive hereby accepts such employment with HFC, subject to the terms and
conditions of this Agreement. Such employment shall continue indefinitely until
terminated in accordance with Article II of this Agreement.

         1.02     Duties.

                  (a)      Executive agrees, during his employment, to devote
                  his full time and best efforts to the business of HFC,
                  including, without limitation, the performance of those duties
                  and responsibilities reasonably and customarily associated
                  with his position such as, but not limited to, those duties
                  and responsibilities associated with increasing HFC's revenue
                  through new management sales, consulting sales and program
                  sales; provided, however, that Executive's duties and
                  responsibilities shall be subject to determination by HFC's
                  Chief Executive Officer or his designee.

                  (b)      Executive shall report to, and at all times shall be
                  subject to the direction of, HFC's Chief Executive Officer or
                  his designee.

                  (c)      Executive, at all times during his employment with
                  HFC, shall comply with HFC's reasonable standards, regulations
                  and policies as determined or set forth by HFC from time to
                  time and as applicable to employees of HFC.

         1.03     Outside Activities. Executive shall not engage in any outside
activities that conflict or appear to conflict with HFC's interests, or that
interfere in any way with Executive's performance of his duties hereunder. In
addition, Executive shall not engage in any activity that might subject HFC to
criticism or adverse publicity, that might interfere with his normal work
schedule, or that might interfere with his job duties. Moreover, Executive shall
not, and hereby agrees not to accept remuneration of any kind from his
participation in any outside activity without the express written approval of
HFC.

         1.04     Annual Base Salary. Executive's annual base salary shall be
calculated on the gross amount of U.S. $123,188 (effective as of March 1, 2003;
however effective only as a specific condition to, and upon signing of, this
Agreement), less withholding for income and FICA taxes and any other proper
deductions. Executive's annual base salary will be paid him in accordance with
HFC's normal payroll practices. Executive's performance shall be reviewed
annually for base salary increase each March 1st, and such increase, if any,
shall be determined by HFC in its sole discretion.

         1.05     Fringe Benefits. HFC shall provide the following fringe
benefits to Executive so long as he is employed by HFC:

                  (a)      Executive shall be eligible to be paid commission as
                  described in the "2003 Commission/Bonus Program" dated
                  February 19, 2003 (the "Commission Program"). The Commission
                  Program may be changed or amended from time to time in the
                  sole discretion of HFC with 30 days advance written notice to
                  the Executive.

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                  (b)      Executive may be eligible from time to time to
                  participate in an annual calendar year bonus program.
                  Executive's bonus program for calendar year 2003 is described
                  in the "2003 Commission/Bonus Program" dated February 19, 2003
                  (the "Bonus Program"). Eligibility to participate in a Bonus
                  Program for future calendar years is at the discretion of the
                  Company's Chief Executive Officer and, if eligible the Bonus
                  Program's bonus potential, criteria and terms will be decided
                  by the Chief Executive Officer in his sole discretion.

                  (c)      Executive shall be eligible to participate in
                  employee benefit plans and programs offered by HFC from time
                  to time, including, but not limited to, any medical, dental,
                  short-term disability, long-term disability and life insurance
                  coverage, or retirement plans, in accordance with the terms
                  and conditions of those benefit plans and programs.

         1.06     Expenses. During the term of this Agreement, Executive shall
be entitled to prompt reimbursement by HFC for all reasonable, ordinary and
necessary travel, entertainment and other business related expenses incurred by
Executive (in accordance with the policies and procedures established by HFC for
employees from time to time) in the performance of his duties and
responsibilities under this Agreement; provided, however, that Executive shall
properly account for such expenses in accordance with federal, state and local
tax requirements and HFC's policies and procedures.

                                   ARTICLE II

                                   TERMINATION

         2.01     Events of Termination. Executive's employment with HFC:

                  (a)      May be terminated by mutual written agreement of HFC
                  and Executive.

                  (b)      Shall terminate immediately upon the death of
                  Executive.

                  (c)      May be terminated upon written notice from HFC to
                  Executive for Cause, which shall mean the following:

                                    (i)      Failure of Executive to (a)
                           satisfactorily, faithfully, diligently or competently
                           perform the duties, requirements and responsibilities
                           of his employment as contemplated by this Agreement
                           or as assigned by HFC's Chief Executive Officer, or
                           (b) take reasonable direction consistent with his
                           position from the HFC's Chief Executive Officer; or

                                    (ii)     Failure of Executive to comply with
                           the reasonable policies, regulations and directives
                           of HFC as in effect from time to time; or

                                    (iii)    Any act or omission on the part of
                           Executive which constitutes a failure to comply with
                           the provisions of this Agreement; or

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                                    (iv)     Any act or omission on the part of
                           Executive which is harmful to the reputation or
                           business of HFC, including, but not limited to,
                           personal conduct of Executive which is inconsistent
                           with federal and state laws respecting harassment of,
                           or discrimination against, one or more of HFC's
                           employees; or

                                    (v)      Conviction of Executive of, or a
                           guilty or nolo contendere plea by Executive with
                           respect to, any crime punishable as a felony; or any
                           bar against Executive from serving as a director,
                           officer or executive of any firm the securities of
                           which trade publicly.

                           Executive's termination for Cause shall be determined
                  in good faith by and in the sole discretion of HFC's Chief
                  Executive Officer and/or his designee.

                           In the event of termination pursuant to subparagraph
                  2.01(c)(iii), (iv) or (v), Executive's termination shall be
                  immediate upon the giving of written notice to Executive.
                  However, in the event of termination pursuant to subparagraph
                  2.01(c)(i) or (ii), HFC's Chief Executive Officer will provide
                  Executive written notice (the "Cause Notice") of proposed
                  termination which provides (1) reasonable detail as to the
                  cause or causes asserted by HFC and upon which the Cause
                  Notice is based, and (2) notification of a certain period of
                  time from receipt of such Cause Notice within which he shall
                  have the opportunity to cure the performance or conduct upon
                  which the Cause Notice is based, to the satisfaction of HFC's
                  Chief Executive Officer. If after the completion of the
                  designated cure period HFC's Chief Executive Officer
                  determines, in his sole discretion, that Executive has failed
                  to cure the performance or conduct, Executive will be given
                  written notice of his termination and Executive's employment
                  will terminate immediately upon the giving of such notice to
                  Executive.

                  (d)      May be terminated upon Executive's inability to
                  perform the essential functions of his position due to
                  physical or mental disability, with or without reasonable
                  accommodation, as determined in the good faith judgment of the
                  HFC's Chief Executive Officer, or as may otherwise be required
                  by applicable law.

                  (e)      Shall terminate at the end of the month during which
                  Executive reaches the normal retirement date established by
                  HFC for senior management employees of HFC, but in no event
                  earlier than the compulsory retirement age permitted under
                  applicable federal or state law for senior management
                  employees.

                  (f)      May be terminated by Executive for any reason on
                  ninety (90) days' written notice to HFC.

                  (g)      May be terminated by HFC at any time, for any reason,
                  upon written notice to Executive.

         2.02     Compensation Upon Termination of Executive's Employment. In
the event that Executive's employment with HFC terminates the following
provisions shall govern as applicable:

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                  (a)      If termination occurs pursuant to subparagraph
                  2.01(a), (b), (c), (d), (e), or (f), Executive's receipt of
                  annual base salary and fringe benefits shall terminate as of
                  the date of termination or as required by law, unless the
                  parties agree in writing otherwise. If termination occurs
                  pursuant to subparagraph 2.01(d), Executive acknowledges and
                  agrees that his receipt of salary compensation between the
                  date of disability and date of termination shall be governed
                  by HFC's employee benefit programs, as may be amended from
                  time to time, to the extent Executive is eligible to
                  participate in such programs.

                  (b)      If termination occurs pursuant to subparagraph
                  2.01(g), Executive's receipt of annual base salary and fringe
                  benefits shall terminate as of the date of termination or as
                  required by law. However, Executive shall receive as
                  separation pay the equivalent of 4 months of his then current
                  annual base salary. Any separation pay due to Executive under
                  this subparagraph 2.02(b) shall be payable to Executive, at
                  the sole discretion of HFC, either in a lump sum or in
                  installments in accordance with HFC's standard payroll
                  practices. Executive shall be required to execute a general
                  release of any and all claims in favor of HFC in exchange for
                  his receipt of separation pay under this subparagraph 2.02(b).

                  (c)      All payments made to Executive under this Paragraph
                  2.02 shall be reduced by amounts (i) required to be withheld
                  in accordance with federal, state and local laws and
                  regulations in effect at the time of payment, and (ii) owed to
                  HFC by Executive for any amounts advanced, loaned or
                  misappropriated in accordance with applicable law.

                                   ARTICLE III

                         PROTECTION OF TRADE SECRETS AND
                           CONFIDENTIAL BUSINESS DATA

         3.01.    Confidential Information. For the purposes of this Agreement,
"Confidential Information" means any information not generally known to the
public and proprietary to HFC and includes, without limitation, trade secrets,
inventions, and information pertaining to research, development, purchasing,
marketing, selling, accounting, licensing, business systems, business
techniques, site processes and manuals, customer information and lists,
prospective customer information and lists, pricing information and lists, fee
schedules, business strategies and plans, information pertaining to the benefits
HFC provides to its customers and employees, pending patentable materials and/or
designs, design documentation, documentation of meetings, tests and/or test
standards, employee compensation, or manuals whether in document, electronic,
computer or other form. For example, Confidential Information may be contained
in HFC's customer lists, prospective customer lists, the particular needs and
requirements of customers, the particular needs and requirements of prospective
customers, and the identity of customers or prospective customers. Information
shall be treated as Confidential Information irrespective of its source and any
information which is labeled or marked as being "confidential" or "trade secret"
shall be presumed to be Confidential Information. The definition of
"Confidential Information" is not intended to be complete. From time to time
during the term of his employment, Executive may gain access to other
information

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not generally known to the public and proprietary to HFC concerning HFC's
business that is of commercial value to HFC, which information shall be included
in the definition of "Confidential Information" above, even though not
specifically listed in that definition. The definition of Confidential
Information and the provisions of this Article III apply to any form in which
the subject information, trade secrets, or data may appear, whether written,
oral, or any other form of recording or storage.

         3.02     Maintain in Confidence. Executive shall hold the Confidential
Information, including trade secrets and/or data, in the strictest confidence
and will never, without prior written consent of HFC, (directly or indirectly)
disclose, assign, transfer, convey, communicate to or use for his own or
another's benefit or (directly or indirectly) disclose, assign, transfer,
convey, communicate to or use by him, a competitor of HFC or any other person or
entity, including, but not limited to, the press, other professionals,
corporations, partnerships or the public, at any time during his employment with
HFC or at any time after his termination of employment with HFC, regardless of
the reason for the Executive's resignation or termination of employment, whether
voluntary or involuntary. Executive further promises and agrees that he will
faithfully abide by any rules, policies, practices or procedures existing or
which may be established by HFC for insuring the confidentiality of the
Confidential Information, including, but not limited to, rules, policies,
practices or procedures: (a) limiting access to authorized personnel; (b)
limiting copying of any writing, data or recording; (c) requiring storage of
property, documents or data in secure facilities provided by HFC and limiting
safe or vault lock combinations or keys to authorized personnel; and/or (d)
checkout and return or other procedures promulgated by HFC from time to time.

         3.03     Return of Information/Property. Upon Executive's resignation
or termination of employment, whether voluntary or involuntary, Executive will
return to HFC any and all written or otherwise recorded form of all Confidential
Information (and any copies thereof) in his possession, custody or control,
including, but not limited to, notebooks, memoranda, specifications, customer
information and lists, prospective or potential customer information and lists,
and pricing information and lists, and will take with him, upon leaving HFC's
place of business or employment with HFC, no such documents, data, writings,
recordings, or reproduction in any form which may have been entrusted or
obtained by him during the course of his employment or to which he had access,
possession, custody or control, except with the express, written permission of
HFC's Board of Directors. Upon Executive's resignation or termination of
employment, whether voluntary or involuntary, Executive will deliver to HFC all
Confidential Information in recorded form in his possession, custody or control.
Moreover, in the event of Executive's resignation or termination of employment,
whether voluntary or involuntary, all corporate documents, records, files,
credit cards, computer disks and tapes, computer access cards, codes and keys,
file access codes and keys, building and office access cards, codes and keys,
materials, equipment and other property of HFC which is in Executive's
possession, custody or control shall be returned to HFC at its principal
business offices on the date of Executive's resignation or termination of
employment, or within five business days thereafter if such resignation or
termination occurs without notice. Executive may copy, at Executive's expense,
documents, records, materials and information of HFC only with the express,
written permission of HFC's Board of Directors.

         3.04     Irreparable Harm. The parties acknowledge that HFC will suffer
irreparable harm if the Executive breaches Paragraphs 3.02 or 3.03, either
during or after his employment. Accordingly, HFC

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shall be entitled, in addition to any other right and remedy it may have, at law
or equity, to a temporary restraining order and/or injunction, without the
posting of a bond or other security, or with the posting of a minimal bond or
security where required by applicable law, enjoining or restraining the
Executive from any violation of Paragraphs 3.02 or 3.03, and the Executive
hereby consents to HFC's right to seek the issuance of such injunction. If HFC
institutes any such action against Executive, alone or in conjunction with any
third party or parties to enforce any terms or provisions of Paragraphs 3.02 or
3.03, then the party that prevails in such action shall be entitled to receive
from the opposing party (or parties) in the action the prevailing party's
reasonable attorneys' fees incurred in such action and all costs and expenses
incurred in connection therewith in accordance with Paragraph 7.08

         3.05     Survival of Provisions. The parties agree that the provisions
in this Article III shall survive the termination of this Agreement and
termination of Executive's employment for any reason.

                                   ARTICLE IV

                                NON-SOLICITATION

         4.01     Non-Solicitation Agreement. During Executive's employment with
HFC and for a period of one (1) year after his resignation or termination of
employment, whether voluntary or involuntary, Executive shall not,

                           (a)      solicit HFC's current or former customers or
                  potential or prospective customers on behalf of himself or any
                  other business, person or entity for the purpose of selling,
                  offering, providing or otherwise making available products or
                  services that are the same as or similar to those products and
                  services that were offered by HFC at any time during
                  Executive's employment with HFC;

                           (b)      exploit or use contacts, developed or made
                  during his employment with HFC, for the purpose of soliciting
                  HFC's current or former customers or potential or prospective
                  customers on his behalf or the behalf of any other business,
                  person or entity for purpose of selling, offering, providing
                  or otherwise making available products or services that are
                  the same as or similar to those products and services that
                  were offered by HFC at any time during Executive's employment
                  with HFC; or

                           (c)      directly or indirectly, induce or attempt to
                  induce, any of HFC's then current employees or independent
                  contractors to terminate their employment, contractual or
                  other relationship with HFC, or otherwise interfere or attempt
                  to interfere with that existing employment or other
                  relationship with HFC.

         4.02     Non-Disparagement. During Executive's employment with HFC and
at all times thereafter, Executive shall not disparage or defame, or allow or
cause others to disparage or defame, HFC, its Board of Directors, directors,
officers, employees, customers, or vendors.

         4.03     Irreparable Harm. The parties acknowledge that HFC will suffer
irreparable harm if Executive breaches Paragraph 4.01 or 4.02. Accordingly, HFC
shall be entitled, in addition to any other right and remedy it may have, at law
or equity, to a temporary restraining order and/or injunction,

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without the posting of a bond or other security, or with the posting of a
minimal bond or security where required by applicable law, enjoining or
restraining Executive from any violation of Paragraph 4.01 or 4.02 and Executive
hereby consents to HFC's right to seek the issuance of such injunction. If HFC
institutes any such action against Executive, alone or in conjunction with any
third party or parties to enforce any terms or provisions of Paragraph 4.01 or
4.02 then the party that prevails in such action shall be entitled to receive
from the opposing party (or parties) in the action the prevailing party's
reasonable attorneys' fees incurred in such action and all costs and expenses
incurred in connection therewith in accordance with Paragraph 7.08.

         4.04     Limit to Extent Enforceable. In the event that a court of
competent jurisdiction determines that any of the provisions of Paragraph 4.01
or 4.02 are unreasonable, it may limit such provision to the extent it deems
reasonable, without declaring the provision of Paragraph 4.01 or 4.02 invalid in
its entirety. This provision shall not be construed as an admission by HFC, but
is only included to provide HFC with the maximum possible protection for its
business, Confidential Information, trade secrets and data, consistent with the
right of Executive to earn a livelihood subsequent to the termination of his
employment.

         4.05     Survival of Provisions. The parties agree that the provisions
in this Article IV shall survive termination of this Agreement and termination
of Executive's employment for any reason.

                                    ARTICLE V

                                   INVENTIONS

         5.01     Invention. For purposes of this Agreement, the term
"Invention" means ideas, discoveries, and improvements whether or not shown or
described in writing or reduced to practice and whether patentable or not,
relating to any of HFC's present or future sales, research, or other business
activities, or reasonably foreseeable business interests of HFC.

         5.02     Disclosure. Executive shall promptly and fully disclose to HFC
and will hold in trust for HFC sole right and benefit any invention which
Executive, during the period of his employment, makes, conceives, or reduces to
practice or causes to be made, conceived, or reduced to practice either alone or
in conjunction with others that: (a) relates to any subject matter pertaining to
Executive's employment; (b) relates to or is directly or indirectly connected
with the business, products, projects, or Confidential Information of HFC; or
(c) involves the use of any time, material, or facility of HFC.

         5.03     Assignment of Ownership. Executive hereby assigns to HFC all
of Executive's right, title, and interest in and to all such inventions as
described in Paragraph 5.02 and, upon HFC's request, Executive shall execute,
verify, and deliver to HFC such documents including, without limitation,
assignments and applications for Letters Patent, and shall perform such other
acts, including, without limitation, appearing as a witness in any action
brought in connection with this Agreement that is necessary to enable HFC to
obtain the sole right, title, and benefit to all such inventions.

         5.04     Excluded Inventions. It is further agreed, and Executive is
hereby so notified, that the above agreement to assign inventions to HFC does
not apply to any invention for which no equipment, supplies, facility, or
Confidential Information of HFC was used, which was developed entirely on

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Executive's own time, and (a) which does not relate: (i) directly to the
business of HFC; or (ii) to HFC's actual or demonstrably anticipated research or
development; or (b) which does not result from any work performed by Executive
for HFC.

         5.05     Prior Inventions. Attached to this Agreement and initialed by
both parties is a list of all of the inventions, by description, if any, in
which Executive possesses any right, title, or interest prior to this employment
and the execution of this Agreement, which are not subject to the terms of this
Agreement.

         5.06     Specific Performance; Attorney Fees. Executive expressly
acknowledges and agrees that any violation of any terms of Paragraphs 5.02 or
5.03 may result in the issuance of a temporary restraining order and/or
injunction against Executive to effect specific performance of the terms of
Paragraphs 5.02 or 5.03. If HFC institutes any action against Executive, alone
or in conjunction with any third party or parties, to enforce any term or
provision of Paragraphs 5.02 or 5.03, then the party that prevails in such
action shall be entitled to receive from the opposing party (or parties) in the
action the prevailing party's reasonable attorneys' fees incurred in such action
and all costs and expenses incurred in connection therewith in accordance with
Paragraph 7.08.

         5.07     Survival of Provisions. The parties agree that the provisions
in this Article V shall survive termination of this Agreement and termination of
Executive's employment for any reason.

                                   ARTICLE VI

                                   ARBITRATION

         6.01     Agreement to Arbitrate. With the exception of HFC's right to
seek injunctive relief in connection with breaches by Executive of Paragraphs
3.02, 3.03, 4.01, 4.02 and/or 5.02 or 5.03 of this Agreement, all disputes or
claims arising out of or in any way relating to this Agreement, including the
making of this Agreement, shall be submitted to and determined by final and
binding arbitration before the American Arbitration Association ("AAA") under
the AAA's National Rules for the Resolution of Employment Disputes. The award of
the arbitrator(s), or a majority of them, shall be final and judgment upon such
award may be entered in any court of competent jurisdiction. This arbitration
provision shall continue in full force and effect after Executive's resignation
or termination of employment under this Agreement.

         6.02     Discovery. In addition to any other procedures provided for
under the rules of the AAA, upon written request, each party shall, at least 14
days prior to the date of any hearing, provide to the opposite party a copy of
all documents relevant to the issues raised by any claim or counterclaim and a
list of all witnesses to be called by that party at the hearing and each party
shall be permitted to take at least one deposition at least 14 days prior to any
hearing.

         6.03     Costs. The costs of proceedings under Article VI shall be paid
in accordance with the provisions of Article VII below.

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                                   ARTICLE VII

                                  MISCELLANEOUS

         7.01     Governing Law. This Agreement shall be governed according to
the laws of the State of Minnesota.

         7.02     Captions. The captions set forth in this Agreement are for
convenience only and shall not be considered as part of this Agreement or as in
any way limiting or amplifying the terms and conditions hereof.

         7.03     No Conflicting Obligations. Executive represents and warrants
to HFC that he is not under, or bound to be under in the future, any obligation
to any person, firm, or corporation that is or would be inconsistent or in
conflict with this Agreement or would prevent, limit, or impair in any way the
performance by him of his obligations hereunder. Specifically, but without
limiting the generality of the foregoing, Executive warrants and represents to
HFC that he is not currently bound and will not be bound in the future by any
confidentiality agreements and/or restrictive covenants that may and/or will
restrict his ability to perform his duties hereunder. Moreover, Executive agrees
that he will not enter into any confidentiality agreements and/or restrictive
covenants during his employment with HFC that may or will restrict his ability
to perform his duties hereunder, with the exception of any confidentially
agreements and/or restrictive covenants entered into by and between Executive
and HFC.

         7.04     Successors. This Agreement is personal to Executive and
Executive may not assign or transfer any part of his rights or duties hereunder,
or any compensation due to him hereunder, to any other person. This Agreement
may be assigned by HFC. This Agreement is binding on any successors or assigns
of HFC.

         7.05     Waiver. The waiver by any party of the breach or
nonperformance of any provision of this Agreement by any other party will not
operate or be construed as a waiver of any future breach or nonperformance under
any provision of this Agreement or any similar agreement with any other
employee.

         7.06     Notices. Any and all notices referred to herein shall be
deemed properly given only if in writing and delivered personally or sent
postage prepaid, by certified mail, return receipt requested, as follows:

                  (a)      To HFC by notice to the Chief Executive Officer

                  (b)      To Executive at his home address as it then appears
                  on the records of HFC, it being the duty of the Executive to
                  keep HFC informed of his current home address at all times.

The date on which notice to HFC or Executive shall be deemed to have been given
if mailed as provided above shall be the date on the certified mail return
receipt. Personal delivery to Executive shall be deemed to have occurred on the
date notice was delivered to Executive personally or deposited in a mail box or
slot or left with security or administrative personnel, at Executive's residence
by a representative of HFC or any messenger or delivery service.

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         7.07     Survival of Provisions. The parties agree that the provisions
in Articles III, IV, V, VI, and VII shall survive termination of this Agreement
and Executive's resignation or termination from employment for any reason.

         7.08     Payment of Fees and Expenses. If any party initiates or
becomes a party to a formal proceeding in law or equity, or under Article VI,
involving this Agreement, and if either party obtains a substantial portion of
the relief requested by that party (the "prevailing party"), then the
non-prevailing party shall pay all of its and the prevailing party's reasonable
costs and expenses, including reasonable attorneys' fees and expenses, incurred
with respect to such proceeding. If neither party obtains a substantial portion
of the relief requested each shall bear its/his own expenses. In the event
Executive is terminated pursuant to Paragraph 2.01(c) and challenges HFC's
determination of Cause, HFC and Executive shall each bear its/his own expenses
in connection with any proceeding initiated by Executive with respect to the
determination as to "Cause."

         7.09     Term. This Agreement shall be effective from the date written
above and shall continue until terminated in accordance with the provisions set
forth in this Agreement.

         7.10     Modification. This Agreement replaces and supersedes any and
all prior oral and written understandings and agreements between the parties
relating to the subject matter hereof, including but not limited to the Original
Agreement and the amendments of October 19, 1999 and Novermber 2, 2000. This
Agreement sets forth the entire understandings and agreements between and among
the parties and is the complete and exclusive statement of the terms and
conditions thereof. No modification, termination, discharge or attempted waiver
of any provision of this Agreement will be valid unless it is made in writing
and signed by the party against whom the same is sought to be enforced, and is
specifically identified as a modification, termination, release, waiver or
discharge of this Agreement.

         7.11     Counterparts. More than one counterpart of this Agreement may
be executed by the parties hereto, and each fully executed counterpart shall be
deemed an original.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date written above.

                                             HEALTH FITNESS CORPORATION

                                             By    /s/ Jerry V. Noyce
                                               ---------------------------------
                                                  Jerry V. Noyce
                                             Its: Chief Executive Officer

                                             EXECUTIVE

                                                   /s/ James Narum
                                             -----------------------------------
                                             James Narum

                                      - 11 -

</TEXT>
</DOCUMENT>
