Exhibit 3.3

                            ARTICLES OF INCORPORATION

                                       OF

                           HEALTH-OUTFITTERS.COM, INC.

       The undersigned  (who, if a natural  person,  is eighteen years of age or
 older), acting as the incorporator of a corporation to be incorporated under

  the laws of the State of Colorado, adopts these articles of incorporation.

                                    ARTICLE I
                                      NAME

      The name of the Corporation is Health-Outfitters.com, Inc.

                                    ARTICLE II
                                     OFFICES

      The street address of the initial  registered office of the Corporation is
12061 Tejon Street,  Westminster,  Colorado  80234,  and the name of the initial
registered agent at that address is Douglass T. Simpson.  The written consent of
the initial registered agent to the appointment as such is stated below.

      The address of the  Corporation's  initial principal office is 12061 Tejon
Street, Westminster, Colorado 80234.

                                   ARTICLE III
                                  INCORPORATOR

        The name and address of the  incorporator is Steven A. Erickson,  1215
              Spruce Street, Suite 100, Boulder, Colorado 80302.

                                   ARTICLE IV
                                     PURPOSE

       The purpose for which the  Corporation  is  organized is to engage in the
 transaction of all lawful business for which corporations may be incorporated
               pursuant to the Colorado Business Corporation Act.

                                   ARTICLE V
                               AUTHORIZED CAPITAL

        The aggregate  number of shares which the  corporation  is authorized to
   issue is One Hundred  Thousand  (100,000)  shares of common stock,  $.001 par
   value. All common stock will be of the same class and it shall have full
               voting power and be fully paid and non-assessable.

                                   ARTICLE VI
                                PREEMPTIVE RIGHTS

      The shareholders shall not have preemptive rights.

                                  ARTICLE VII
                                CUMULATIVE VOTING

      Cumulative voting shall not be permitted in the election of directors.

                                  ARTICLE VIII
                        QUORUM FOR SHAREHOLDERS' MEETINGS

      A majority of the  outstanding  shares  shall  constitute  a quorum at any
meeting  of  shareholders.  Except  as is  otherwise  provided  by the  Colorado
Business  Corporation  Act with respect to action on amendment to these articles
of incorporation,  on a plan of merger or share exchange,  on the disposition of
substantially all of the property of the Corporation, on the granting of consent
to the disposition of property by an entity  controlled by the Corporation,  and
on the  dissolution  of the  Corporation,  action  on a  matter  other  than the
election  of  directors  is  approved  if a quorum  exists and if the votes cast
favoring the action exceed the votes cast opposing the action.

                                   ARTICLE IX
                               BOARD OF DIRECTORS

      The corporate  powers shall be exercised by or under the authority of, and
the business and affairs of the Corporation shall be managed under the direction
of, a board of directors.

      The name  and  address  of the  initial  member  of the  initial  board of
directors is as follows:

           NAME                         ADDRESS

      Douglass T. Simpson             12061 Tejon Street
                                    Boulder, Colorado 80234


      The directors shall be elected at each annual meeting of the shareholders,
provided that  vacancies  may be filled by election by the remaining  directors,
though less than a quorum,  or by the  shareholders  at a special meeting called
for  that  purpose.  Despite  the  expiration  of his or her  term,  a  director
continues to serve until his or her successor is elected and qualifies.

                                   ARTICLE X
                        LIMITATION ON DIRECTOR LIABILITY

      A  director  of the  Corporation  shall  not be  personally  liable to the
Corporation or to its  shareholders for monetary damages for breach of fiduciary
duty as a director;  except that this provision shall not eliminate or limit the
liability of a director to the Corporation or to its  shareholders  for monetary
damages otherwise  existing for (i) any breach of the director's duty of loyalty
to the  Corporation or to its  shareholders;  (ii) acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law;
(iii) acts specified in Section 7-108-403 of the Colorado  Business  Corporation
Act; or (iv) any  transaction  from which the  director  directly or  indirectly
derived any improper personal benefit. If the Colorado Business  Corporation Act
is hereafter  amended to eliminate or limit further the liability of a director,
then, in addition to the elimination and limitation of liability provided by the
preceding  sentence,  the  liability of each  director  shall be  eliminated  or
limited to the fullest extent permitted by the Colorado Business Corporation Act
as so amended.  Any repeal or modification of this Article X shall not adversely
affect any right or  protection  of a  director  of the  Corporation  under this
Article X, as in effect  immediately prior to such repeal or modification,  with
respect to any liability that would have accrued,  but for this Article X, prior
to such repeal or modification.

                                   ARTICLE XI
                                 INDEMNIFICATION

      The  Corporation  shall  indemnify,  to the fullest  extent  permitted  by
applicable  law in effect  from time to time,  any  person,  and the  estate and
personal  representative  of any such person,  against all liability and expense
(including  attorney's  fees) incurred by reason of the fact that he is or was a
director  or officer  of the  Corporation  or,  while  serving as a director  or
officer  of  the  Corporation,  he is or  was  serving  at  the  request  of the
Corporation as a director,  officer, partner, trustee,  employee,  fiduciary, or
agent of,  or in any  similar  managerial  or  fiduciary  position  of,  another
domestic or foreign  corporation or other individual or entity or of an employee
benefit plan. The Corporation  shall also indemnify any person who is serving or
has served the Corporation as director, officer, employee,  fiduciary, or agent,
and that person's estate and personal  representative,  to the extent and in the
manner  provided in any bylaw,  resolution  of the  shareholders  or  directors,
contract, or otherwise, so long as such provision is legally permissible.

                                    s/Steven A. Erickson
                               ------------------------------------
                                    Steven A. Erickson
                                    Incorporator

        The undersigned  consents  to the  appointment  as the  initial
registered agent of Health-Outfitters.com, Inc.

                                    s/Douglass T. Simpson
                               ------------------------------------
                                    Douglass T. Simpson
                                    Initial Registered Agent


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