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Exhibit 3.28
                            ARTICLES OF INCORPORATION
                                       OF
                   DECATUR SPORTS FIT & WELLNESS CENTER, INC.

STATE OF ALABAMA )  
                 )  
COUNTY OF MORGAN )  

         The undersigned, Paul G. Henderson, desiring to become one body
corporate under and by virtue of the laws of the State of Alabama and acting as
incorporator of such corporation, does hereby sign and adopt the following
Articles of Incorporation for such corporation:

         (1)      NAME OF CORPORATION:

         The name of this Corporation is:

         Decatur Sports Fit & Wellness Center, Inc.

         (2)      PERIOD OF DURATION:

         The period of duration of this Corporation is perpetual.

         (3)      PURPOSE OF THE CORPORATION:

         The purposes for which this corporation is organized are:

         (a) To engage in any and all lawful practices relative to the operation
         of a physical fitness and/or wellness center, including but not limited
         to exercise physiology and training, aerobics, sales of physical
         fitness equipment, marketing and management of physical fitness and
         wellness centers, and teaching activities associated with the wellness
         centers and/or physical fitness centers.

         (b) To have and exercise any and all powers necessary to effect any and
         all purposes for which the corporation is formed.

         (c) To transact any and all lawful business for which a corporation may
         be incorporated under the provisions of Chapter 2A of the "Alabama
         Business Corporation Act," Section 10-2A-1, et. seq., Code of Alabama,
         1975, as amended.

         (d)      CAPITAL STOCK:

         The aggregate number of shares which this corporation shall have
authority to issue is 1,000 shares of common stock at a par value of $1.00 each.
Every share of said stock shall be
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equal to every other share of said stock and none of such stock shall have
preference over any other of said stock.

         (5)      REGISTERED OFFICE:

         The address of the initial registered office of this corporation is
1530 6th Avenue, S.E, Decatur, Alabama, 35601, and the name of its initial
registered agent at such address is Paul G. Henderson.

         (6)      DIRECTORS:

         The number of directors constituting the initial Board of Directors of
this Corporation is one (1) and the name and address of the person who is to
serve as director until the first annual meeting of the shareholders or until
successors are elected and shall qualify is:

         Paul G. Henderson     ----                  1530 6th Avenue, S.E.
                                                     Decatur, AL  35601

         (7)      INCORPORATORS:

         The name and address of each incorporator is:

         Paul G. Henderson     ----                  1530 6th Avenue, S.E.
                                                     Decatur, AL  35601

         (8)      POWERS:

         The corporation shall possess all the powers necessary to conduct the
business or businesses and carry out the objects and purposes herein expressed
and all those expressly conferred upon corporations by the laws of the State of
Alabama, as well as those necessarily implied, together with the following
additional powers:

         A.       To lend money and to take security therefor, or to borrow
                  money and to give security therefor, on such terms as the
                  Board of Directors may deem proper and advisable.

         B.       To purchase, acquire and own share of its capital stock or the
                  capital stock of any other corporation.

         C.       To purchase, sell, lease, exchange, assign, transfer convey,
                  pledge, or otherwise alienate, acquire, or dispose of any real
                  or personal property owned or otherwise acquired by the
                  corporation on such terms as the Board of Directors may deem
                  proper and advisable.
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         D.       To engage in business as natural persons may, not inconsistent
                  with the provisions of laws pertaining to corporations in the
                  State of Alabama.

         IN WITNESS WHEREOF, I, Paul G. Henderson, being the incorporator
hereinabove named, have hereunto set my hand and seal of this the 26th day of
March, 1993.


                                                     /s/ Paul G. Henderson
                                                     ---------------------
                                                     Paul G. Henderson

STATE OF ALABAMA )
                 )
COUNTY OF MORGAN )


         Before me, the undersigned authority, a Notary Public, in and for said
County and State, personally appeared Paul G. Henderson, who being first duly
sworn, did depose and say that he has read the foregoing Articles of
Incorporation and that the same is true and correct to the best of his
knowledge, information and belief.

         Sworn to and subscribed before me on this the 26 day of March, 1993.



                                                  /s/ R. Eric Summerford
                                                  ------------------------------
                                                  Notary Public
                                                  My Commission expires: 6-28-93