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Exhibit 3.9

                            ARTICLES OF INCORPORATION
                                       OF
                         TECHNOMEDICAL PROPERTIES, INC.

         We, the undersigned natural persons acting as incorporators of the
corporation under the Utah Business Corporations Act adopt the following
Articles of Incorporation for such corporation.

                                    ARTICLE I

         Name.  The name of the corporation (hereinafter called
"Corporation") is TECHNOMEDICAL PROPERTIES, INC.

                                   ARTICLE II

         Period of Duration.  The period of duration of the Corporation
is perpetual.

                                   ARTICLE III

         Purposes and Powers. The purpose for which this Corporation is
organized is to engage in the business of investing in investments of all forms
and nature and to engage in any and all other lawful business.

                                   ARTICLE IV

         Capitalization. The Corporation shall have the authority to issue
50,000,000 shares of stock having a par value of one mil ($.001). All stock of
the Corporation shall be of the same class and shall have the same rights and
preferences. Fully paid stock of this Corporation shall not be liable for
further call or assessment. The authorized trading shares shall be issued at the
discretion of the Directors.

                                    ARTICLE V

         Commencement of Business. The Corporation shall not commence business
until at least One Thousand Dollars ($1,000) has been received by the
Corporation as consideration for the issuance of its shares.

                                   ARTICLE VI

         Initial Registered Office and Initial Registered Agent. The address of
the initial registered office of the Corporation is 1549 South 1300 East, Salt
Lake City, Utah 84105, and the initial registered agent of the Corporation at
such address is W. Sterling Mason, Jr.

                                  ARTICLE VII

         Directors. The Corporation shall be governed by a Board of Directors
consisting of no less than three (3) and no more than nine (9) directors.
Directors need not be stockholders in the Corporation but shall be elected by
the stockholders of the Corporation. The number of Directors constituting the
initial Board of directors is three (3) and the name and post office address of
the persons who shall serve as Directors until their successors are elected and
qualified are: 

Kurtis D. Hughes 
2325 Arbor Lane 
Salt Lake City, Utah 84117 

R. Kenneth Jarrell 
1504 Browning Avenue 
Salt Lake City, Utah 84105 

Sharon Lundskog
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1168 Sunnyside Avenue
Salt Lake City, Utah 84102

                                  ARTICLE VIII

         Incorporators. The name and post office address of each incorporator
is:

Kurtis D. Hughes
2325 Arbor Lane
Salt Lake City, Utah 84117

R. Kenneth Jarrell
1504 Browning Avenue
Salt Lake City, Utah 84105

Sharon Lundskog
1168 Sunnyside Avenue
Salt Lake City, Utah 84102

                                   ARTICLE IX

         Preemptive Rights. There shall be no preemptive right to acquire
unissued and/or treasury shares of the stock of the Corporation.

                                    ARTICLE X

         Voting of Shares. Each outstanding share of common stock of the
Corporation shall be entitled to one vote on each matter submitting to a vote at
the meeting of the stockholders. Each stockholder shall be entitled to vote his
or its shares in person or by proxy, executed in writing by such stockholder, or
by his duly authorized attorney-in-fact. At each election of Directors, every
stockholder entitled to vote in such election shall have the right to vote in
person or by proxy the number of shares owned by him or it for as many persons
as there are directors to be elected and for whose election he or it has the
right to vote, but the shareholder shall have no right to accumulate his or its
votes with regard to such election.

                                   ARTICLE XI

         Declaration Of Partial Liquidating Dividends. The Board of Directors
shall have the authority to declare, in its discretion, any dividends permitted
by law including dividends in cash and property and shall, in addition, have
authority to declare partial liquidating dividends by the Corporation without
the consent or vote of the shareholders.

/s/
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/s/
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/s/
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STATE OF UTAH        )

                     : SS

COUNTY OF SALT LAKE  )

         On the 6th day of February, 1984, personally appeared before me Kurtis
D. Hughes, R. Kenneth Jarrell and Sharon Lundskog and duly acknowledged to me
that they are persons who signed the foregoing instrument as incorporators and
that they have read the foregoing instrument and know the contents thereof and
that the same is true of their own knowledge except as to those matters upon
which they operate on information and belief and as to those matters believe
them to be true.

/s/
-----------------------------------
NOTARY PUBLIC
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Residing in Salt Lake City, UT.
My Commission Expires

          May 20, 1987
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                              ARTICLES OF AMENDMENT
                        OF TECHNOMEDICAL PROPERTIES, INC.

1.       The Present Name of this Corporation is.  Technomedical
Properties, Inc.

2.       The Articles of Incorporation of this Company shall be amended
as to Article I which shall now read as follows:

         Name.    The name of the corporation (hereinafter called "Corporation")
is American Professional Holding, Inc.

3.       The aforementioned amendment was adopted by the shareholders on 
July 30, 1993.

4.       The number of shares of the Company that are outstanding is and was on
the date of the adoption of the amendment 1,250,000 shares and the number of
shares entitled to vote was 1,250,000 shares.

5.       The number of shares that voted for the aforementioned amendment was
750,000 shares, with no shares voting against.

/s/ Kurtis D. Hughes
---------------------------------
Kurtis D. Hughes, President

/s/ Sharon Lundskog
---------------------------------
Sharon Lundskog, Secretary

[SEAL]

STATE OF UTAH        )
                     ) ss.
COUNTY OF SALT LAKE  )

         Personally appeared before me Kurtis D. Hughes and Sharon Lundskog,
President and Secretary, respectively, of Technomedical Properties, Inc., who
duly acknowledged that the foregoing statements are true and correct to the best
of their knowledge.

/s/ Melinda K. Orth
---------------------------------
Notary Public

My Commission Expires:  4/15/96
Residing In:  Salt Lake City, Utah

[SEAL]