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Health Fitness Corporation Completes Purchase of Health & Fitness Services Division of Johnson & Johnson Health Care Systems Inc.

             Creates America's Largest Health Improvement Company

    MINNEAPOLIS, Dec. 8 /PRNewswire-FirstCall/ -- Health Fitness Corporation
(OTC Bulletin Board: HFIT), today announced it has completed its purchase of
the business assets of the Health & Fitness Services Division (HFS Division)
of Johnson & Johnson Health Care Systems Inc. for $4,785,389.  Health Fitness
Corporation has financed its acquisition of the HFS Division primarily with a
bank term loan supplemented with private equity financing.
    Assets acquired by Health Fitness Corporation (HFC) consist primarily of
client contracts, proprietary wellness, lifestyle and health promotion
programs and other health and wellness services of the HFS Division.  Johnson
& Johnson Health Care Systems will retain its Integrated Behavioral Solutions
business unit, and will license certain behavioral solutions methodologies to
Health Fitness Corporation for use in its business.  As part of the
transaction, HFC has entered into a multi-year management contract with
another subsidiary of Johnson & Johnson whereby HFC will manage more than 50
Johnson & Johnson affiliate sites, making the Johnson & Johnson family of
companies HFC's largest client.
    As a result of this acquisition, HFC has the largest market share and
geographical presence in the industry, and is well positioned to continue
serving all of its existing clients together with those of the newly acquired
HFS Division, and to build new business.
    The HFS Division of Johnson & Johnson Health Care Systems has been serving
clients since 1986, providing corporate fitness and wellness services and
programs to companies across the United States and Canada.  Services include:
health and fitness center management, consulting, occupational health
services, health risk assessment programs, wellness, fitness, injury
prevention and treatment programs and data analysis services.
    "This transaction makes Health Fitness Corporation the leader in health
improvement, fitness and wellness services," said Jerry Noyce, Health Fitness
Corporation CEO and President.  "Driving corporate health and wellness needs
are a number of widely publicized health concerns in the U.S. related to
unhealthy lifestyles, including tobacco use, poor diet, and sedentary habits
which lead to overweight, obesity, heart disease and diabetes. As companies
seek relief from their rising health care premiums and medical costs, they
increasingly look to health improvement providers to deliver a more complete
range of health enhancement offerings. We are tremendously excited about the
opportunity to broaden our program offerings by integrating the Health &
Fitness Services division of Johnson & Johnson Health Care Services into
Health Fitness Corporation.  Employers want programs that produce quantifiable
results. We have a greater opportunity to impact those trends by combining our
existing program offerings with those we are acquiring, and delivering
superior services to the worksite."
    As part of the transaction, virtually all of the employees from the HFS
Division of Johnson & Johnson Health Care Systems are now part of HFC,
creating one of the most experienced and highly credentialed workforces in the
health improvement industry.  HFC has more than 3,000 associates degreed in
exercise and health promotion disciplines, focused on providing results-
oriented health improvement services to our clients across the United States
and Canada.

    About Health Fitness Corporation
    Health Fitness Corporation is the leading provider of results-oriented
health improvement management services to corporations, hospitals,
universities and communities.  HFC has been serving clients since 1975 and now
manages more than 385 locations across the U.S. and Canada.  For more
information about Health Fitness Corporation, go to http://www.hfit.com .
    This press release contains forward-looking statements within the meaning
of federal securities laws.  These statements include statements regarding
intent, belief or current expectations of Health Fitness Corporation and its
management.  These forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that may cause
Health Fitness' actual results to differ materially from the results discussed
in these statements.  Please refer to Management's Discussion and Analysis
contained within the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 and the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003.


SOURCE Health Fitness Corporation




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Related links:
  • http://www.hfit.com
    CONTACT:
    Geri Martin, Vice President of Marketing of
    Health Fitness Corporation, +1-952-897-5245, gmartin@hfit.com