X0201 3 2003-12-08 0 0000886432 HEALTH FITNESS CORP /MN/ HFIT 0001273425 MUSECH CARY 641 EAST LAKE ST STE 230 WAYZATA MN 55391 1 0 0 0 Warrant 0.5 2003-12-08 2013-12-08 Common Stock 1210320 I By Bayview Capital Partners LLP Sreies A Convertible Stock 0.5 2003-12-08 Common Stock 2000000 I By Bayview Capital Partners LLP Mr. Musech is the Managing Director of Bayview Capital Management LLC, the General Partner of Bayview Capital Partners LLP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Series A Convertible Preferred Stock does not have an expiration date. Cary Musech 2003-12-08