EXHIBIT 3.4

                                     [SEAL]
                           FLORIDA DEPARTMENT OF STATE
                               SANDRA B. MORTHAM
                               SECRETARY OF STATE


August 24, 1998


PHILIP M. SHASTEEN, ESQ.
100 N. TAMPA ST., STE. 1800
TAMPA, FL  33602



The Articles of Incorporation for INCREDIBLE PRODUCTS OF FLORIDA, INC. were
filed on August 20, 1998 and assigned document number P98000073577. Please refer
to this number whenever corresponding with this office regarding the above
corporation.

PLEASE NOTE: COMPLIANCE WITH THE FOLLOWING PROCEDURES IS ESSENTIAL TO
MAINTAINING YOUR CORPORATE STATUS. FAILURE TO DO SO MAY RESULT IN DISSOLUTION OF
YOUR CORPORATION.

A CORPORATION ANNUAL REPORT MUST BE FILED WITH THIS OFFICE BETWEEN JANUARY 1 AND
MAY 1 OF EACH YEAR BEGINNING WITH THE CALENDAR YEAR FOLLOWING THE YEAR OF THE
FILING DATE NOTED ABOVE AND EACH YEAR THEREAFTER. FAILURE TO FILE THE ANNUAL
REPORT ON TIME MAY RESULT IN ADMINISTRATIVE DISSOLUTION OF YOUR CORPORATION.

A FEDERAL EMPLOYER IDENTIFICATION (FEI) NUMBER MUST BE SHOWN ON THE ANNUAL
REPORT FORM PRIOR TO ITS FILING WITH THIS OFFICE. CONTACT THE INTERNAL REVENUE
SERVICE TO INSURE THAT YOU RECEIVE THE FEI NUMBER IN TIME TO FILE THE ANNUAL
REPORT. TO OBTAIN A FEI NUMBER, CONTACT THE IRS AS 1-800-829-3676 AND REQUEST
FORM SS-4.

SHOULD YOUR CORPORATE MAILING ADDRESS CHANGE, YOU MUST NOTIFY THIS OFFICE IN
WRITING, TO INSURE IMPORTANT MAILINGS SUCH AS THE ANNUAL REPORT NOTICE REACH
YOU.

Should you have any questions regarding corporation, please contact this office
at the address given below.

Tracy Smith, Document Specialist
New Filing Section                                  Letter Number: 698A00043693



     Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314

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                           ARTICLES OF INCORPORATION

                                       OF

                      INCREDIBLE PRODUCTS OF FLORIDA, INC.


                      ARTICLE I - NAME AND MAILING ADDRESS

         The name of this corporation is Incredible Products of Florida and the
mailing address of this corporation is 5770 Roosevelt Blvd., Suite 700,
Clearwater, FL 33760.


                     ARTICLE II - DURATION; EFFECTIVE DATE

         This corporation shall have perpetual existence, commencing upon the
filing of these Articles of Incorporation.


                          ARTICLE III - CAPITAL STOCK

         This corporation is authorized to issue one Hundred (100) Shares One
Cent ($.01) par value of common stock, which shall be designated as "Common
Shares", having a par value of $.01 per share.


                ARTICLE IV - INITIAL REGISTERED OFFICE AND AGENT

         The street address of the initial registered office of this corporation
is 100 North Tampa Street, Suite 1800, Tampa, FL 33602, and the name of the
initial registered agent of this corporation at that address is Philip M.
Shasteen.

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                         ARTICLE V - BOARD OF DIRECTORS

         The Board of Directors of this corporation shall consist of not less
than three directors.


                           ARTICLE VI - INCORPORATOR

         The name and address of the person signing these Articles of
Incorporation is Philip M. Shasteen, 100 North Tampa Street, Suite 1800, Tampa,
FL 33602.


                         ARTICLE VII - INDEMNIFICATION

         The corporation shall indemnify any officer or director, or any former
officer or director, to the fullest extent permitted by law.


                            ARTICLE VIII - AMENDMENT

         This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.


         IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 19th day of August 1998.



                                                    /s/ PHILIP M. SHASTEEN
                                                    ----------------------------
                                                    Philip M. Shasteen

                                                                    INCORPORATOR


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                    CERTIFICATE DESIGNATING REGISTERED AGENT
                   AND STREET ADDRESS FOR SERVICE OF PROCESS
                                 WITHIN FLORIDA


         Pursuant to Florida Statutes Section 48.091, Incredible Products of
Florida, Inc. desiring to organize under the laws of the State of Florida,
hereby designates Philip M. Shasteen, 100 North Tampa Street, Suite 1800, Tampa,
FL 33602, as its registered agent to accept service of process within the State
of Florida.


                           ACCEPTANCE OF DESIGNATION

         The undersigned hereby accepts the above designation as registered
agent to accept service of process for the above-named corporation, at the place
designated above, and agrees to comply with the provisions of Florida Statutes
Section 48.091(2) relative to maintaining an office for the service of process.



                                                    /s/ PHILIP M. SHASTEEN
                                                    ----------------------------
                                                    Philip M. Shasteen








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                       ORGANIZATIONAL WRITTEN CONSENT OF
                                THE INCORPORATOR
                                       OF
                      INCREDIBLE PRODUCTS OF FLORIDA, INC.

         The incorporator named in the Articles of Incorporation of Incredible
products of Florida, Inc. (the "Corporation"), acting without meeting pursuant
to Section 607.0205(2) of the Florida Business Corporation Act, hereby consents
to and adopts the following actions, preambles, and resolutions:

         1.    ARTICLES OF INCORPORATION. It is noted that the Corporation's
Articles of Incorporation were duly filed in the office of the Secretary of
State of the State of Florida. An acknowledged copy thereof are to be filed in
the minute book.

         2.    DATE OF ACTIVATION. It is noted that pursuant to such filing with
the Secretary of State of Florida, the effective date of incorporation is August
20, 1998.

         3.    BYLAWS.

               RESOLVED, that the proposed form of Bylaws for the regulation and
management of the affairs of the Corporation which has been read, section by
section, is hereby unanimously adopted and ordered to be made a part of the
permanent records to follow the Articles of Incorporation in the Minute Book.

         4.    STOCK CERTIFICATE.

               RESOLVED, that the form of stock certificate attached to these
minutes is adopted and approved.


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         5.    ELECTION OF DIRECTORS.

               RESOLVED, that the following persons are hereby elected to be
Directors of the Corporation to assume the duties and responsibilities fixed by
the Bylaws and to serve until their respective successor or successors are
chosen and qualified:

                    William LaGamba         Jugal K. Taneja

                    Gary A. Shawkey

         6.   ELECTION OF OFFICERS.

               RESOLVED, that the following persons are hereby elected to be
officers of the Corporation to assume the duties and responsibilities fixed by
the Bylaws and to serve until their respective successor or successors are
chosen and qualified:

                    Gary Shawkey           President Founder

                    Jugal K. Taneja        Vice President

                    Cani I. Shuman         Secretary, Treasurer

         7.    REGISTERED OFFICE/AGENT.

               RESOLVED, that the registered office and registered agent of the
Corporation, initially designated in the Articles of Incorporation, are hereby
approved and ratified.

         8.    RATIFICATION OF ACTS.

               RESOLVED, that the acts of the incorporator from the date of
incorporation to the present date be and the same hereby are ratified and
confirmed.

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         9.    OFFERS FOR STOCK.

               WHEREAS, the Corporation has received an offer from Dynamic
Health Products, Inc., A Florida corporation (the "Parent") to purchase 51
shares of stock of the Corporation for $1.

               RESOLVED, that upon receipt of the consideration a stock
certificate shall be issued to the Parent described above as soon as possible to
reflect the ownership of the shares so purchased.

       10.     MINUTE BOOK.

               RESOLVED, that the Corporation shall maintain as part of its
corporate records, a corporate minute book which shall include a record of its
Articles of Incorporation and Amendments thereto, its Bylaws and Amendments
thereto, minutes of all meetings, or written actions in lieu thereof of its
Directors and Shareholders, and its stock transfer agent.

        11.    ORGANIZATIONAL EXPENSES.

               RESOLVED, the Treasurer be and hereby is authorized to pay all
expenses incident to and necessary for the organization of this Corporation.

               The undersigned, being the incorporator of Incredible Products
of Florida, Inc. does hereby ratify, approve, consent to, and confirm all of the
above preambles, resolutions, and actions.

               DATED as of the 20th day of August, 1998.


                                        /s/ PHILIP M. SHASTEEN
                                        -----------------------
                                        Philip M. Shasteen, Incorporator

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