POWER OF ATTORNEY





 The undersigned hereby constitutes and appoints Jerry V.

Noyce and Wesley W. Winnekins ("Attorneys-in-Fact"),  or any one of

them acting alone, the undersigned's true and lawful

attorney-in-fact and agent with full power of substitution and

resubstitution, for the undersigned and in the undersigned's name,

place and stead, in any and all capacities, to sign any or all

Forms 4 or Forms 5 relating to beneficial ownership of securities

of Health Fitness Corporation (the "Issuer"), to file the same,

with all exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission and to

deliver a copy of the same to the Issuer, granting unto said

attorney-in-fact and agent full power and authority to do and

perform each and every act and thing requisite and necessary to be

done in and about the premises, as fully to all intents and

purposes as the undersigned might or could do in person, hereby

ratifying and confirming all said attorney-in-fact and agent, or

his substitute or substitutes, may lawfully do or cause to be done

by virtue thereof.  The undersigned acknowledges that the foregoing

attorney-in-fact, in serving in such capacity at the request of the

undersigned, is not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934.



 This Power of Attorney shall remain in effect until such time

as the undersigned is no longer subject to the provisions of

Section 16 of the Securities Exchange Act of 1934 with respect to

securities of the Issuer or until this Power of Attorney is

replaced by a later dated Power of Attorney or revoked by the

undersigned in writing.



 The undersigned hereby indemnifies the Attorneys-in-Fact for

all losses and costs the Attorneys-in-Fact may incur in connection

with or arising from the Attorneys-in-Fact's execution of their

authorities granted hereunder.



 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 4th day of December, 2002.







     /s/ James A. Narum

     James A. Narum





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