<PAGE>



                                 AMENDED AND RESTATED
                                           
                             AGREEMENT AND PLAN OF MERGER

                                           
                                        among


                                    4HEALTH, INC.

                                    IRWIN NATURALS

                                         and

                                      KLEE IRWIN





                                    April 2, 1998
<PAGE>
                                  TABLE OF CONTENTS

                                      ARTICLE I

                                        MERGER

    SECTION 1.01.  The Merger. . . . . . . . . . . . . . . . . . . . . . . .  2
    SECTION 1.02.  Closing; Closing Date; Effective Time . . . . . . . . . .  2
    SECTION 1.03.  Effect of the Merger. . . . . . . . . . . . . . . . . . .  2
    SECTION 1.04.  Articles of Incorporation; Bylaws . . . . . . . . . . . .  3
    SECTION 1.05.  Directors and Officers. . . . . . . . . . . . . . . . . .  3

                                 ARTICLE II

             CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

    SECTION 2.01.  Merger Consideration; Conversion and Cancellation
                   of Securities . . . . . . . . . . . . . . . . . . . . . .  3
    SECTION 2.02.  Exchange and Surrender of Certificates. . . . . . . . . .  5

                                ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF IN AND IRWIN

    SECTION 3.01.  Organization and Qualification; Subsidiaries. . . . . . .  6
    SECTION 3.02.  Articles of Incorporation and Bylaws. . . . . . . . . . .  7
    SECTION 3.03.  Capitalization. . . . . . . . . . . . . . . . . . . . . .  7
    SECTION 3.04.  Authority . . . . . . . . . . . . . . . . . . . . . . . .  8
    SECTION 3.05.  No Conflict; Required Filings and Consents. . . . . . . .  8
    SECTION 3.06.  Permits; Compliance . . . . . . . . . . . . . . . . . . .  9
    SECTION 3.07.  Financial Statements; Financial Results.. . . . . . . . .  9
    SECTION 3.08.  Absence of Certain Changes or Events. . . . . . . . . . . 10
    SECTION 3.09.  Absence of Litigation . . . . . . . . . . . . . . . . . . 10
    SECTION 3.10.  Employee Benefit Plans; Labor Matters.. . . . . . . . . . 11
    SECTION 3.11.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 12
    SECTION 3.12.  Tax and Accounting Matters. . . . . . . . . . . . . . . . 16
    SECTION 3.13.  Certain Business Practices. . . . . . . . . . . . . . . . 17
    SECTION 3.14.  Environmental Matters . . . . . . . . . . . . . . . . . . 17
    SECTION 3.15.  Vote Required . . . . . . . . . . . . . . . . . . . . . . 19
    SECTION 3.16.  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . 20
    SECTION 3.17.  Insurance . . . . . . . . . . . . . . . . . . . . . . . . 20

<PAGE>

    SECTION 3.18.  Properties. . . . . . . . . . . . . . . . . . . . . . . . 20
    SECTION 3.19.  Certain Contracts and Restrictions. . . . . . . . . . . . 21
    SECTION 3.20.  Futures Trading and Fixed Price Exposure. . . . . . . . . 21
    SECTION 3.21.  Information Supplied. . . . . . . . . . . . . . . . . . . 21
    SECTION 3.22.  Securities Laws Representations . . . . . . . . . . . . . 21
    SECTION 3.23.  Intellectual Property . . . . . . . . . . . . . . . . . . 22


                                      ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES OF 4HEALTH

    SECTION 4.01.  Organization and Qualifications; Subsidiaries . . . . . . 23
    SECTION 4.02.  Articles of Incorporation and Bylaws. . . . . . . . . . . 24
    SECTION 4.03.  Capitalization. . . . . . . . . . . . . . . . . . . . . . 24
    SECTION 4.04.  Authority . . . . . . . . . . . . . . . . . . . . . . . . 25
    SECTION 4.05.  No Conflict: Required Filings and Consents. . . . . . . . 25
    SECTION 4.06.  Permits; Compliance . . . . . . . . . . . . . . . . . . . 26
    SECTION 4.07.  Financial Statements. . . . . . . . . . . . . . . . . . . 26
    SECTION 4.08.  Absence of Certain Changes or Events. . . . . . . . . . . 27
    SECTION 4.09.  Absence of Litigation . . . . . . . . . . . . . . . . . . 28
    SECTION 4.10.  Employee Benefit Plans; Labor Matters . . . . . . . . . . 28
    SECTION 4.11.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 31
    SECTION 4.12.  Tax Matters . . . . . . . . . . . . . . . . . . . . . . . 32
    SECTION 4.13.  NSM Listing . . . . . . . . . . . . . . . . . . . . . . . 33
    SECTION 4.14.  Certain Business Practices. . . . . . . . . . . . . . . . 33
    SECTION 4.15.  Environmental Matters . . . . . . . . . . . . . . . . . . 33
    SECTION 4.16.  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . 34
    SECTION 4.17.  Insurance . . . . . . . . . . . . . . . . . . . . . . . . 34
    SECTION 4.18.  Properties. . . . . . . . . . . . . . . . . . . . . . . . 35
    SECTION 4.19.  Certain Contracts and Restrictions. . . . . . . . . . . . 35
    SECTION 4.20.  Easements . . . . . . . . . . . . . . . . . . . . . . . . 35
    SECTION 4.21.  Futures Trading and Fixed Price Exposure. . . . . . . . . 36
    SECTION 4.22.  Information Supplied. . . . . . . . . . . . . . . . . . . 36
    SECTION 4.23.  Intellectual Property . . . . . . . . . . . . . . . . . . 36
    SECTION 4.24.  Pooling of Interests. . . . . . . . . . . . . . . . . . . 36
    SECTION 4.25.  Exempt Transaction. . . . . . . . . . . . . . . . . . . . 36
    SECTION 4.26.  No Violation of Securities Laws . . . . . . . . . . . . . 37
    SECTION 4.27.  No Investigation. . . . . . . . . . . . . . . . . . . . . 37
    SECTION 4.28.  No Convictions. . . . . . . . . . . . . . . . . . . . . . 37
    SECTION 4.29.  No Restraint. . . . . . . . . . . . . . . . . . . . . . . 37

                                       ii
<PAGE>
                                      ARTICLE V

                                      COVENANTS

    SECTION 5.01.  Affirmative Covenants of IN . . . . . . . . . . . . . . . 37
    SECTION 5.02.  Negative Covenants of IN. . . . . . . . . . . . . . . . . 38
    SECTION 5.03.  Affirmative Covenants and Consent of Irwin. . . . . . . . 41
    SECTION 5.04.  Affirmative and Negative Covenants of 4Health.. . . . . . 42
    SECTION 5.05.  Access and Information. . . . . . . . . . . . . . . . . . 45

                                      ARTICLE VI

                                ADDITIONAL AGREEMENTS

    SECTION 6.01.  Stockholder Approvals.. . . . . . . . . . . . . . . . . . 46
    SECTION 6.02.  Registration Statement; Information.. . . . . . . . . . . 47
    SECTION 6.03.  Appropriate Action; Consents; Filings; 
                   Indemnification.. . . . . . . . . . . . . . . . . . . . . 50
    SECTION 6.04.  Tax and Accounting Treatment. . . . . . . . . . . . . . . 53
    SECTION 6.05.  Public Announcements. . . . . . . . . . . . . . . . . . . 53
    SECTION 6.06.  NSM Listing . . . . . . . . . . . . . . . . . . . . . . . 53
    SECTION 6.07.  Stock Resale Agreement. . . . . . . . . . . . . . . . . . 53
    SECTION 6.08.  No Interference . . . . . . . . . . . . . . . . . . . . . 53
    SECTION 6.09.  Form D Filing . . . . . . . . . . . . . . . . . . . . . . 53

                                     ARTICLE VII

                                  CLOSING CONDITIONS

    SECTION 7.01.  Conditions to Obligations of Each Party Under This
                   Agreement . . . . . . . . . . . . . . . . . . . . . . . . 53
    SECTION 7.02.  Additional Conditions to Obligations of 4Health . . . . . 54
    SECTION 7.03.  Additional Conditions to Obligations of IN. . . . . . . . 56

                                       iii
<PAGE>

                                     ARTICLE VIII

                          TERMINATION, AMENDMENT AND WAIVER

    SECTION 8.01.  Termination . . . . . . . . . . . . . . . . . . . . . . . 58
    SECTION 8.02.  Effect of Termination . . . . . . . . . . . . . . . . . . 59
    SECTION 8.03.  Amendment . . . . . . . . . . . . . . . . . . . . . . . . 59
    SECTION 8.04.  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . 59
    SECTION 8.05.  Fees, Expenses and Other Payments . . . . . . . . . . . . 59

                                      ARTICLE IX

                                  GENERAL PROVISIONS

    SECTION 9.01.  Effectiveness of Representations, Warranties and
                   Agreements. . . . . . . . . . . . . . . . . . . . . . . . 60
    SECTION 9.02.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . 61
    SECTION 9.03.  Certain Definitions . . . . . . . . . . . . . . . . . . . 61
    SECTION 9.04.  Headings. . . . . . . . . . . . . . . . . . . . . . . . . 62
    SECTION 9.05.  Severability. . . . . . . . . . . . . . . . . . . . . . . 63
    SECTION 9.06.  Entire Agreement. . . . . . . . . . . . . . . . . . . . . 63
    SECTION 9.07.  Assignment. . . . . . . . . . . . . . . . . . . . . . . . 63
    SECTION 9.08.  Parties in Interest . . . . . . . . . . . . . . . . . . . 63
    SECTION 9.09.  Failure or Indulgence Not Waiver; 
                   Remedies Cumulative . . . . . . . . . . . . . . . . . . . 63
    SECTION 9.10   Governing Law . . . . . . . . . . . . . . . . . . . . . . 63
    SECTION 9.11   Counterparts. . . . . . . . . . . . . . . . . . . . . . . 63

                                       iv
<PAGE>

SCHEDULES

Schedule 1.04            Changes to 4Health Articles and Bylaws
Schedule 1.05            Directors and Officers of Surviving Corporation

IN DISCLOSURE SCHEDULE

Schedule 3.01            Subsidiaries
Schedule 3.03(a)         Reservation of IN Common Stock
Schedule 3.03(b)(iii)    Investments
Schedule 3.03(b)(iv)     Revenue Sharing Agreements
Schedule 3.03(c)         Outstanding Stock Awards
Schedule 3.05            Conflicts
Schedule 3.06            Notifications from Governmental Entities
Schedule 3.07            Contingent Liabilities
Schedule 3.08            Certain Changes
Schedule 3.09            Litigation
Schedule 3.10(d)         Severance Agreements
Schedule 3.11(a)         Tax Exceptions
Schedule 3.11(b)         Tax Proceedings
Schedule 3.11(c)         Tax Elections and Consents, etc.
Schedule 3.14            Environmental Matters
Schedule 3.16            Brokers
Schedule 3.17            Insurance
Schedule 3.18            Properties
Schedule 3.19            Material Contracts
Schedule 3.23            Intellectual Property

4HEALTH DISCLOSURE SCHEDULE

Schedule 4.01            Subsidiaries
Schedule 4.03(a)         Reservation of 4Health Common Stock
Schedule 4.03(b)(i)      Options, Warrants and Rights
Schedule 4.03(b)(ii)     Repurchase and Redemption Obligations, etc.
Schedule 4.03(b)(iii)    Investments
Schedule 4.03(b)(iv)     Revenue Sharing Agreements
Schedule 4.03(b)(v)      Voting Trusts, Proxies
Schedule 4.03(c)         Outstanding Stock Awards
Schedule 4.05            Conflicts
Schedule 4.06            Notifications from Governmental Entities
Schedule 4.08            Certain Changes
Schedule 4.09            Litigation

                                       v
<PAGE>

Schedule 4.10(a)         Employee Benefit Plans
Schedule 4.10(b)         Employee Benefit Liabilities
Schedule 4.10(c)         Labor Matters
Schedule 4.10(d)         Employment Agreement
Schedule 4.10(e)         Medical Benefits
Schedule 4.10(f)         Multiemployer Plans
Schedule 4.10(g)         Changes to Benefit Plans
Schedule 4.11            Taxes
Schedule 4.15            Environmental Matters
Schedule 4.16            Brokers
Schedule 4.17            Insurance
Schedule 4.19            Material Contracts
Schedule 4.23            Intellectual Property

COVENANTS

Schedule 5.02(a)         Employee Matters
Schedule 5.02(b)         Distributions
Schedule 5.02(f)         Asset Dispositions
Schedule 5.02(k)         Obligations
Schedule 5.02(p)         Affiliate Transactions
Schedule 5.02(q)         Commitments
Schedule 5.03(b)(v)      Asset Dispositions
Schedule 5.03(b)(xiv)    Affiliate Transactions
Schedule 5.04(b)(i)      Increase in Benefits
Schedule 5.04(b)(vi)     Asset Sales
Schedule 5.04(b)(xi)     Obligations
Schedule 5.04(b)(xvi)    Affiliate Transactions
Schedule 5.04(b)(xvii)   Commitments
Schedule 6.02(a)         Plan of Distribution

EXHIBITS

Exhibit A      Articles of Merger
Exhibit B      Stock Legend
Exhibit C      Form of Sale Restriction Agreements
Exhibit D      Form of Note
Exhibit E      Form of Indemnity Agreement
Exhibit F      Duncan Employment Agreement
Exhibit G      Irwin Employment Agreement

                                       vi
<PAGE>


                            AGREEMENT AND PLAN OF MERGER





     THIS AGREEMENT AND PLAN OF MERGER, effective as of April 2, 1998 (this 
"Agreement"), amending and restating the Agreement and Plan of Merger dated 
as of December 24, 1997, by and among 4Health, Inc., a Utah corporation 
("4Health"), Irwin Naturals, a California corporation ("IN") and Mr. Klee 
Irwin, an individual resident in California and the Chief Executive Officer 
and a principal shareholder of IN ("Irwin").

                                       RECITALS

          IN, upon the terms and subject to the conditions of this Agreement 
and in accordance with the Revised Business Corporation Act of the State of 
Utah ("Utah Law"), will merge with and into 4Health (the "Merger"), and 
pursuant thereto, the shares of common stock, no par value per share of IN 
("IN Common Stock"), issued and outstanding immediately prior to the 
Effective Time (as defined herein) of the Merger, not owned directly or 
indirectly by IN or 4Health or their respective subsidiaries, will be 
converted at the Effective Time into the right to receive an aggregate of 
15,750,000 shares of common stock, par value $.01 per share, of 4Health 
("4Health Common Stock"), subject to the right of holders of such shares of 
IN Common Stock (each a "Dissenting IN Stockholder") to seek an appraisal of 
the fair value thereof as provided in Section 1300 of the General Corporation 
Law of the State of California ("California Law").

          The Board of Directors of IN has determined that the Merger is 
consistent with and in furtherance of the long-term business strategy of IN 
and is fair to, and in the best interests of, IN and its stockholders and has 
approved and adopted the Merger, this Agreement, and the other transactions 
contemplated hereby, and has recommended approval of this Agreement by the 
stockholders of IN.

          The Board of Directors of 4Health has determined that the Merger is 
consistent with and in furtherance of the long-term business strategy of 
4Health and is fair to, and in the best interests of, 4Health and its 
stockholders and has approved and adopted this Agreement and

                                       1
<PAGE>

the transactions contemplated hereby, and has recommended approval of this 
Agreement by its stockholders.

          For federal income tax purposes, it is intended that the Merger 
qualify as a tax-free reorganization under the provisions of Section 368(a) 
of the United States Internal Revenue Code of 1986 as amended (the "Code"). 

          It is intended that the Merger qualify for the "pooling of 
interests" method of accounting as provided in Accounting Principles Board 
Opinion No. 16 of the American Institute of Certified Public Accountants and 
the interpretations issued thereunder as presently in effect.

     NOW, THEREFORE, in consideration of the foregoing and the respective 
representations, warranties, covenants and agreements set forth in this 
Agreement, and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged and confirmed, the parties 
hereto agree as follows:

                                     ARTICLE I
                                          
                                     THE MERGER


     SECTION 1.01.  THE MERGER.  Upon the terms and subject to the conditions 
set forth in this Agreement, and in accordance with Utah Law, at the 
Effective Time, IN shall be merged with and into 4Health (each a "Constituent 
Corporation").  As a result of the Merger, the separate corporate existence 
of IN shall cease and 4Health shall continue as the surviving corporation of 
the Merger (the "Surviving Corporation").  Certain terms used in this 
Agreement are defined in Section 9.03 hereof.

     SECTION 1.02.  CLOSING; CLOSING DATE; EFFECTIVE TIME.  Unless this 
Agreement shall have been terminated pursuant to Section 8.01, and subject to 
the satisfaction or, if permissible, waiver of the conditions set forth in 
Article VII, the consummation of the Merger and the closing of the 
transactions contemplated by this Agreement (the "Closing") shall take place 
at the offices of IN at 10549 West Jefferson Boulevard, Culver City, CA  
90232 as soon as practicable (but in any event within two business days) 
after the satisfaction or, if permissible, waiver of the conditions set forth 
in Article VII, or at such other date, time and place as 4Health and IN may 
agree.  The date on which the Closing takes place is referred to herein as 
the "Closing Date".  As promptly as practicable on the Closing Date, the 
parties hereto shall cause the Merger to be consummated by executing and 
filing Articles of Merger, in substantially the form of Exhibit A attached 
hereto, with the Division of Corporations and Commercial Code of the State of 
Utah (the date and time of such filing, or such later date or time agreed 
upon by 4Health and IN and set forth therein, being the "Effective Time").  
For all tax purposes, the Closing shall be effective at the end of the day on 
the Closing Date.

                                       2
<PAGE>

     SECTION 1.03.  EFFECT OF THE MERGER.  At the Effective Time, to the full 
extent provided under Utah Law, the Surviving Corporation shall possess all 
the rights, privileges, powers and franchises of a public as well as of a 
private nature, and be subject to all the restrictions, disabilities and 
duties of each of the Constituent Corporations; and any and all rights, 
privileges, powers and franchises of each of the Constituent Corporations, 
and all property, real, personal and mixed, and all debts due to either of 
the Constituent Corporations on whatever account, as well as stock 
subscriptions and all other things in action belonging to each of the 
Constituent Corporations, shall be vested in the Surviving Corporation; and 
all property, rights, privileges, powers and franchises, and all and every 
other interest shall be thereafter as effectually the property of the 
Surviving Corporation as they were of the Constituent Corporations, and the 
title to any real estate vested by deed or otherwise, in either of the 
Constituent Corporations, shall not revert or be in any way impaired; but all 
rights of creditors and all liens upon any property of either of the 
Constituent Corporations shall be preserved unimpaired, and all debts, 
liabilities and duties of the Constituent Corporations shall thenceforth 
attach to the Surviving Corporation and may be enforced against it to the 
same extent as if said debts, liabilities and duties had been incurred or 
contracted by it.

     SECTION 1.04.  ARTICLES OF INCORPORATION; BYLAWS.  At the Effective 
Time, the articles of incorporation of 4Health, as amended by the Articles of 
Merger attached hereto as Exhibit A to make the amendments set forth on 
Schedule 1.04 attached hereto, shall be the articles of incorporation of the 
Surviving Corporation and thereafter shall continue to be its articles of 
incorporation until amended as provided therein and pursuant to Utah Law.  
The bylaws of 4Health, as amended by the Articles of Merger to make the 
changes set forth in Schedule 1.04 attached hereto, shall be the bylaws of 
the Surviving Corporation and thereafter shall continue to be its bylaws 
until amended as provided therein and in the articles of incorporation and 
pursuant to Utah Law.

     SECTION 1.06.  DIRECTORS AND OFFICERS.  Immediately after the Effective 
Time, the directors of the Surviving Corporation shall be the four 
individuals identified in Schedule 1.05, classified as set forth opposite 
their names and a fifth individual who shall be classified as a Class III 
director with a one year term of office and who will be designated by IN and 
4Health no later than the date on which definitive Proxy Materials (as such 
term is hereinafter defined) are first filed with the Commission (as 
hereinafter defined) for its review. The officers of the Surviving 
Corporation shall be the individuals identified in Schedule 1.05, each of the 
directors and officers to hold office in accordance with the articles of 
incorporation and bylaws of the Surviving Corporation, in each case until his 
successor is duly elected or appointed and qualified.

                                       3
<PAGE>

                                   ARTICLE II

                  CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

          SECTION 2.01.  MERGER CONSIDERATION; CONVERSION AND CANCELLATION OF 
SECURITIES.  At the Effective Time, by virtue of the Merger and without any 
action on the part of 4Health, IN, or their respective stockholders:

          (a)  Subject to the other provisions of this Article II, each share 
of IN Common Stock issued and outstanding immediately prior to the Effective 
Time (excluding any IN Common Stock described in Section 2.01(c) of this 
Agreement and shares held by any Dissenting IN Stockholder shall be converted 
into the right to receive 241.37931 shares of 4Health Common Stock (the 
"Exchange Ratio").  Notwithstanding the foregoing, if between the date of 
this Agreement and the Effective Time the outstanding shares of IN Common 
Stock or 4Health Common Stock shall have been changed into a different number 
of shares or a different class, by reason of any stock dividend, subdivision, 
reclassification, conversion, recapitalization, split, combination or 
exchange of shares, the Exchange Ratio shall be correspondingly adjusted to 
reflect such stock dividend, subdivision, reclassification, conversion, 
recapitalization, split, combination or exchange of shares.

          (b)  Notwithstanding any provision of this Agreement to the 
contrary, each share of IN Common Stock and held in the treasury of IN, and 
each share of IN Common Stock, owned by 4Health or any direct or indirect 
wholly owned subsidiary of 4Health immediately prior to the Effective Time 
shall be canceled and extinguished without any conversion thereof and no 
payment shall be made with respect thereto.

          (c)  Subject to the provisions of Section 2.01(e), all shares of IN 
Common Stock, shall cease to be outstanding and shall automatically be 
canceled and retired, and each certificate previously evidencing IN Common 
Stock, immediately prior to the Effective Time (other than IN Common Stock, 
described in Section 2.01(b) of this Agreement) (the "Converted Shares" or 
"Converted Share Certificates," as the case may be) shall thereafter 
represent the right to receive, subject to Section 2.02(d) of this Agreement, 
that number of shares of 4Health Common Stock determined pursuant to Section 
2.01(a) hereof (the "Merger Consideration").  The holders of Converted Share 
Certificates shall cease to have any rights with respect to such Converted 
Shares except as otherwise provided herein or by law.  Such Converted Share 
Certificates shall be exchanged for certificates evidencing whole shares of 
4Health Common Stock upon the surrender of such Converted Share Certificates 
in accordance with the provisions of Section 2.02 of this Agreement, without 
interest.

          (d)  All shares of 4Health Common Stock issued to holders of IN 
Common Stock, in the Merger shall be issued in a transaction intended to 
qualify for the exemption from registration provided by Section 4(2) of the 
Securities Act of 1933, as amended (the "Securities

                                       4
<PAGE>

Act") and Regulation D promulgated thereunder ("Regulation D") and shall be 
deemed "restricted securities" as defined in Rule 144 promulgated under the 
Securities Act.

          (e)  Notwithstanding anything in this Agreement to the contrary, 
any issued and outstanding shares of capital stock of IN held by a Dissenting 
IN Stockholder, who has not voted in favor of nor consented to the Merger and 
who complies with all the provisions of California Law concerning the right 
of holders of such stock to dissent from the Merger and require appraisal of 
their shares, shall not be converted as described in Section 2.01(a) but 
shall become, at the Effective Time, by virtue of the Merger and without any 
further action, the right to receive such consideration as may be determined 
to be due to such Dissenting IN Stockholder pursuant to California Law; 
PROVIDED, HOWEVER, that shares of IN Common Stock outstanding immediately 
prior to the Effective Time and held by a Dissenting IN Stockholder, who 
shall, after the Effective Time, withdraw his demand for appraisal or lose 
his right of appraisal, in either case pursuant to California Law shall be 
deemed to be converted as of the Effective Time, into the right to receive 
4Health Common Stock.

     SECTION 2.02.  EXCHANGE AND SURRENDER OF CERTIFICATES.

          (a)  Immediately after the Effective Time, 4Health shall deliver to 
each registered holder of a Converted Share Certificate against delivery by 
such holder of all of his Converted Share Certificates representing issued 
and outstanding shares of IN Common Stock a certificate representing that 
number of whole shares of 4Health Common Stock which such holder has the 
right to receive in exchange for the Converted Share Certificates surrendered 
pursuant to the provisions of this Article II (after taking into account all 
Converted Shares then held by such holder), and the Converted Share 
Certificates so surrendered shall forthwith be canceled.  The certificate 
representing the 4Health Common Stock shall bear a restrictive legend in the 
form set forth in Exhibit B.  Until surrendered as contemplated by this 
Section 2.02, each Converted Share Certificate shall be deemed at any time 
after the Effective Time to represent only the 4Health Common Stock into 
which the Converted Shares represented by such Converted Share Certificate 
have been converted as provided in this Article II.

          (b)  After the Effective Time, there shall be no further 
registration of transfers of IN Common Stock.  If, after the Effective Time, 
certificates representing shares of IN Common Stock are presented to the 
Surviving Corporation, they shall be canceled and exchanged for the Merger 
Consideration provided for in this Agreement in accordance with the 
procedures set forth herein.

          (c)  Any portion of the Merger Consideration that remains unclaimed 
by the holders of shares of IN Common Stock, one year after the Effective 
Time shall be returned to the Surviving Corporation, upon demand, and any 
such holder who has not exchanged its shares of IN Common Stock in accordance 
with this Section 2.02 prior to that time shall thereafter look only to the 
Surviving Corporation for payment of the Merger Consideration in respect of 
its

                                       5
<PAGE>

shares of IN Common Stock.  Notwithstanding the foregoing, the Surviving 
Corporation shall not be liable to any holder of Converted Shares for any 
amount paid to a public official pursuant to applicable abandoned property, 
escheat or similar laws.

          (d)  No dividends, interest or other distributions with respect to 
shares of 4Health Common Stock shall be paid to the holder of any 
unsurrendered Converted Share Certificates unless and until such Converted 
Share Certificates are surrendered as provided in this Section 2.02.  Upon 
such surrender, 4Health shall pay, without interest, all dividends and other 
distributions payable in respect of such shares of 4Health Common Stock on a 
date subsequent to, and in respect of a record date after, the Effective Time.

          (e)  No fractional shares or certificates or scrip evidencing 
fractional shares of 4Health Common Stock shall be issued in the Merger or 
upon the surrender for exchange of Converted Share Certificates, and the 
Exchange Ratio shall be appropriately adjusted if necessary so that only 
whole shares of 4Health Common Stock are issued in the Merger to holders of 
Converted Share Certificates.

                                    ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF IN AND IRWIN

     IN and Irwin, jointly and severally hereby represent and warrant to 
4Health that:
     
     SECTION 3.01.  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  Each of IN 
and its subsidiaries is a corporation duly organized, validly existing and in 
good standing under the laws of the jurisdiction of its incorporation or 
organization, has all requisite power and authority to own, lease and operate 
its properties and to carry on its business as it is now being conducted and 
is duly qualified and in good standing to do business in each jurisdiction in 
which the nature of the business conducted by it or the ownership or leasing 
of its properties makes such qualification necessary, other than where the 
failure to be so duly qualified and in good standing would not have an IN 
Material Adverse Effect.  The term "IN Material Adverse Effect" as used in 
this Agreement shall mean any change or effect that, individually or when 
taken together with all other such changes or effects, would be reasonably 
likely to be materially adverse to the assets, liabilities, financial 
condition, results of operations or current or future business of IN and its 
subsidiaries, taken as a whole. Schedule 3.01 of the disclosure schedule to 
be delivered to 4Health by IN and attached hereto and made a part hereof (the 
"IN Disclosure Schedule") as provided in Section 7.02(i) hereof, sets forth, 
as of the date hereof, a true and complete list of all IN's directly or 
indirectly owned subsidiaries, together with (A) the jurisdiction of 
incorporation or organization of each subsidiary and the percentage of each 
subsidiary's outstanding capital stock or other equity interests owned by IN 
or another subsidiary of IN, and (B) an indication of whether each such 
subsidiary is a "Significant Subsidiary" as defined in Section 9.03(g) of 
this Agreement.  Except as set forth in Schedule 3.01 to the IN Disclosure 
Schedule, neither IN nor

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any of its subsidiaries nor Irwin owns an equity interest in any other 
partnership or joint venture arrangement or other business entity that is 
material to the assets, liabilities, financial condition, results of 
operations or current or future business of IN and its subsidiaries, taken as 
a whole.  IN is the registered and beneficial owner of all of the issued and 
outstanding shares of voting capital stock of Applied Nutrition Inc. and 
Irwin Naturals International, Inc.

     SECTION 3.02.  ARTICLES OF INCORPORATION AND BYLAWS to 4Health complete 
and correct copies of the articles of incorporation and the bylaws or the 
equivalent organizational documents as presently in effect of IN and each of 
its subsidiaries.  Neither IN nor any of its subsidiaries is in violation of 
any of the provisions of its articles or any material provision of its bylaws 
(or equivalent organizational documents).

     SECTION 3.03.  CAPITALIZATION.

          (a)  The authorized capital stock of IN consists of One Hundred 
Thousand (100,000) shares of IN Common Stock, of which Sixty Five Thousand 
Two Hundred Fifty (65,250) shares are issued and outstanding, and Thirty Four 
Thousand Seven Hundred Fifty (34,750) shares are held in treasury by IN.  No 
shares of capital stock of IN are reserved for any purpose.  Each of the 
outstanding shares of capital stock of, or other equity interests in, each of 
IN and its subsidiaries is duly authorized, validly issued, and, in the case 
of shares of capital stock, fully paid and nonassessable, and has not been 
issued in violation of (nor are any of the authorized shares of capital stock 
of, or other equity interests in, such entities subject to) any preemptive or 
similar rights created by statute, the charter or bylaws (or the equivalent 
organizational documents) of IN or any of its subsidiaries, or any agreement 
to which IN or any of its subsidiaries is a party or bound, and such 
outstanding shares or other equity interests owned by IN or a subsidiary of 
IN are owned free and clear of all security interests, liens, claims, 
pledges, agreements, limitations on IN's or such subsidiaries' voting rights, 
charges or other encumbrances of any nature whatsoever.

          (b)  There are no options, warrants or other rights (including 
registration rights), agreements, arrangements or commitments of any 
character to which IN or any of its subsidiaries or Irwin is a party relating 
to the issued or unissued capital stock of IN or any of its subsidiaries or 
obligating IN or any of its subsidiaries or Irwin to grant, issue or sell any 
shares of the capital stock of IN or any of its subsidiaries, by sale, lease, 
license or otherwise.  There are no obligations, contingent or otherwise, of 
IN or any of its subsidiaries or Irwin to (i) repurchase, redeem or otherwise 
acquire any shares of IN Common Stock or other capital stock of IN, or the 
capital stock or other equity interests of any subsidiary of IN; or (ii) 
provide material funds to, or make any material investment in (in the form of 
a loan, capital contribution or otherwise), or provide any guarantee with 
respect to the obligations of, any subsidiary of IN or any other person.  
Except as described in Schedule 3.03(b)(iii) to the IN Disclosure Schedule, 
neither IN nor any of its subsidiaries or Irwin (x) directly or indirectly 
owns, (y) has agreed to purchase or otherwise acquire or (z) holds any 
interest convertible into or exchangeable or

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exercisable for, 5% or more of the capital stock of any corporation, 
partnership, joint venture or other business association or entity (other 
than the subsidiaries of IN set forth in Schedule 3.01 to the IN Disclosure 
Schedule).  Except as set forth in Schedule 3.03(b)(iv) to the IN Disclosure 
Schedule, there are no agreements, arrangements or commitments of any 
character (contingent or otherwise) pursuant to which any person is or may be 
entitled to receive any payment based on the revenues or earnings, or 
calculated in accordance therewith, of IN or any of its subsidiaries.  Except 
as contemplated hereby, there are no voting trusts, proxies or other 
agreements or understandings to which IN or any of its subsidiaries or Irwin 
is or will be a party or by which IN or any of its subsidiaries or Irwin is 
or will be bound with respect to the voting of any shares of capital stock of 
IN or any of its subsidiaries.

     SECTION 3.04.  AUTHORITY.  IN and Irwin each have all requisite 
corporate power and authority and legal capacity, respectively, to execute 
and deliver this Agreement, to perform its and his obligations hereunder and 
to consummate the transactions contemplated hereby.  The execution and 
delivery of this Agreement by IN and the consummation by IN of the 
transactions contemplated hereby have been duly authorized by all necessary 
corporate action and no other corporate proceedings on the part of IN are 
necessary to authorize this Agreement or to consummate the transactions 
contemplated hereby.  This Agreement has been duly executed and delivered by 
IN and Irwin, and, assuming the due authorization, execution and delivery 
thereof by 4Health, constitutes the legal, valid and binding obligation of IN 
and Irwin enforceable against IN and Irwin in accordance with its terms, 
except that (i) such enforcement may be subject to applicable bankruptcy, 
insolvency or other similar laws, now or hereafter in effect, affecting 
creditors' rights generally, and (ii) the remedy of specific performance and 
injunctive and other forms of equitable relief may be subject to equitable 
defenses and to the discretion of the court before which any proceeding 
therefor may be brought.

     SECTION 3.05.  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

          (a)  The execution and delivery of this Agreement by IN and Irwin 
does not, and the consummation of the transactions contemplated hereby in 
accordance with its terms will not (i) conflict with or violate the articles 
of incorporation or bylaws, or the equivalent organizational documents, in 
each case as amended or restated, of IN or any of its subsidiaries, (ii) 
conflict with or violate any federal, state, foreign or local law, statute, 
ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") 
applicable to IN or any of its subsidiaries or Irwin or by or to which any of 
their respective properties is bound or subject or (iii) except as described 
in Schedule 3.05 to the IN Disclosure Schedule, result in any breach of or 
constitute a default (or an event that with notice or lapse of time or both 
would become a default) under, or give to others any rights of termination, 
amendment, acceleration or cancellation of, or require payment under, or 
result in the creation of a lien or encumbrance on any of the properties or 
assets of IN or any of its subsidiaries pursuant to, any note, bond, 
mortgage, indenture, contract, agreement, lease, license, permit, franchise 
or other instrument or obligation to which IN or any of its subsidiaries or 
Irwin is a party or by or to which IN or any of its subsidiaries or Irwin or 
any of their respective properties is bound or subject, except for

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any such conflicts or violations described in clause (ii) or breaches, 
defaults, events, rights of termination, amendment, acceleration or 
cancellation, payment obligations or liens or encumbrances described in 
clause (iii) that would not have an IN Material Adverse Effect.

          (b)  The execution and delivery of this Agreement by IN and Irwin 
does not, and consummation of the transactions contemplated hereby will not, 
require IN or Irwin to obtain any consent, license, permit, approval, waiver, 
authorization or order of, or to make any filing with or notification to, any 
governmental or regulatory authority, domestic or foreign (collectively, 
"Governmental Entities"), except (i) for filing appropriate merger documents 
as required by California and Utah Laws; and (ii) where the failure to obtain 
such consents, licenses, permits, approvals, waivers, authorizations or 
orders, or to make such filings or notifications, would not, either 
individually or in the aggregate, materially interfere with IN's performance 
of its obligations under this Agreement and would not have an IN Material 
Adverse Effect.

     SECTION 3.06.  PERMITS; COMPLIANCE.  Each of IN and its subsidiaries 
and, to IN's and Irwin's knowledge, each third party operator of any of IN's 
properties, is in possession of all franchises, grants, authorizations, 
licenses, permits, easements, variances, exemptions, consents, certificates, 
approvals and orders necessary to own, lease and operate its properties and 
to carry on its business as it is now being conducted (collectively, the "IN 
Permits"), and there is no action, proceeding or investigation pending or, to 
the knowledge of IN or Irwin, threatened regarding suspension or cancellation 
of any of the IN Permits, except where the failure to possess, or the 
suspension or cancellation of, such IN Permits would not have an IN Material 
Adverse Effect. Neither IN nor any of its subsidiaries is in conflict with, 
or in default or violation of (a) any Law applicable to IN or any of its 
subsidiaries or by or to which any of their respective properties is bound or 
subject, including, without limitation, the provisions of the Dietary 
Supplemental Health Education Act of 1994, all consumer product safety Laws, 
all product labeling Laws and all truth in advertising Laws, or (b) any of 
the IN Permits, except for any such conflicts, defaults or violations that 
would not have a IN Material Adverse Effect.  During the period commencing on 
September 30, 1997 and ending on the date hereof, neither IN nor any of its 
subsidiaries has received from any Governmental Entity any written 
notification with respect to possible conflicts, defaults or violations of 
Laws, except as set forth in Schedule 3.06 of the IN Disclosure Schedule and 
except for written notices relating to possible conflicts, defaults or 
violations that would not have an IN Material Adverse Effect.

     SECTION 3.07.  FINANCIAL STATEMENTS; FINANCIAL RESULTS. (a) IN's audited 
consolidated financial statements (including the related notes thereto) for 
the fiscal years ended December 31, 1995 and December 31, 1996 and the nine 
months ended September 30, 1997 (the "IN Financial Statements") to be 
furnished to 4Health pursuant to Section 5.01(d) will (i) have been prepared 
in accordance with generally accepted accounting principles applied on a 
consistent basis throughout the periods involved ("GAAP") (except (A) to the 
extent required by changes in generally accepted accounting principles and 
(B) as may be indicated in the notes thereto) and (ii) fairly present the 
financial position of IN as of the respective dates thereof and the result of 
operations

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and cash flows for the periods indicated (including reasonable estimates of 
normal and recurring year-end adjustments), except that (x) any interim 
financial statements were or will be subject to normal and recurring year-end 
adjustments and (y) any pro forma financial information contained in such 
financial statements will not necessarily be indicative of the financial 
position of IN as of the respective dates thereof and the results of 
operations and cash flows for the periods indicated. Except as set forth in 
Schedule 3.07 of the IN Disclosure Schedule, IN has no liabilities or 
obligations that will be of any nature (whether known or unknown and whether 
accrued or contingent) except for liabilities or obligations reflected or 
reserved against in the audited balance sheet dated as of September 30, 1997 
including the notes thereto (the "IN Balance Sheet") to be furnished to 
4Health pursuant to Section 5.01(d) and current liabilities incurred in the 
ordinary course of business consistent with past practice since the date of 
the IN Balance Sheet.

     (b)  IN's gross revenues, calculated in accordance with GAAP, earned 
during the twenty-one (21) month period ended September 30, 1997 exceeded 
$22,000,000 in the aggregate.

     (c)  The sum of (i) IN's earnings before income taxes, depreciation and 
amortization charges, calculated in accordance with GAAP, plus (ii) any 
amounts paid by IN to its officers as salary, in each case during the 
twenty-one (21) month period ended September 30, 1997, exceeded $4,500,000.

     SECTION 3.08.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as 
contemplated by this Agreement or as set forth in Schedule 3.08 to the IN 
Disclosure Schedule, since September 30, 1997 IN and its subsidiaries have 
conducted their respective businesses only in the ordinary course and in a 
manner consistent with past practice and there has not been: (i) any material 
damage, destruction or loss (whether or not covered by insurance) with 
respect to any material assets of IN or any of its subsidiaries; (ii) any 
material change by IN or any of its subsidiaries in their accounting methods, 
principles or practices; (iii) any declaration, setting aside or payment of 
any dividends or distributions in respect of shares of IN Common Stock or the 
shares of stock of, or other equity interests in, any subsidiary of IN, or 
any redemption, purchase or other acquisition by IN or any of its 
subsidiaries of any of IN's securities or any of the securities of any 
subsidiary of IN; (iv) any increase in the benefits under, or the 
establishment or amendment of, any bonus, insurance, severance, deferred 
compensation, pension, retirement, profit sharing, stock option (including, 
without limitation, the granting of stock options, stock appreciation rights, 
performance awards, or restricted stock awards), stock purchase or other 
employee benefit plan, or any increase in the compensation payable or to 
become payable to directors, officers or employees of IN or its subsidiaries; 
(v) any revaluation by IN or any of its subsidiaries of any of their assets, 
including the writing down of the value of inventory or the writing down or 
off of notes or accounts receivable, other than in the ordinary course of 
business and consistent with past practices; (vi) any entry by IN or any of 
its subsidiaries into any commitment or transaction material to IN and its 
subsidiaries, taken as a whole (other than this Agreement and

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the transactions contemplated hereby); (vii) any material increase in 
indebtedness for borrowed money; or (viii) an IN Material Adverse Effect.

     SECTION 3.09.  ABSENCE OF LITIGATION.  Except as set forth in Schedule 
3.09 to the IN Disclosure Schedule, there is no claim, action, suit, 
litigation, proceeding, arbitration or, to the knowledge of IN or Irwin, 
investigation of any kind, at law or in equity (including actions or 
proceedings seeking injunctive relief), pending or, to the knowledge of IN or 
Irwin, threatened against IN or any of its subsidiaries or any properties or 
rights of IN or any of its subsidiaries (except for claims, actions, suits, 
litigation, proceedings, arbitrations or investigations which would not have 
an IN Material Adverse Effect), and neither IN nor any of its subsidiaries is 
subject to any continuing order of, consent decree, settlement agreement or 
other similar written agreement with, or, to the knowledge of IN or Irwin, 
continuing investigation by, any Governmental Entity, or any judgment, order, 
writ, injunction, decree or award of any Government Entity or arbitrator, 
including, without limitation, cease-and-desist or other orders, except for 
matters that would not have an IN Material Adverse Effect.

     SECTION 3.10.  EMPLOYEE BENEFIT PLANS; LABOR MATTERS.

          (a)  Neither IN nor any member of any ERISA Group has maintained or 
contributed to any employee benefit plan (as such term is defined in ERISA 
Section 3(3)) during the past five years and neither IN nor any member of its 
ERISA Group has any liability under Sections 4063, 4069, 4212(c) or 4204 of 
ERISA with respect to any such employee benefit plan, and IN does not 
maintain and has not contributed to any other retirement, pension, stock 
option, stock appreciation rights, profit sharing, incentive compensation, 
deferred compensation, savings, thrift, vacation pay, severance pay, 
insurance, health, welfare or other employee compensation or benefit plan, 
agreement,  practice, or arrangement, whether written or unwritten, whether 
or not legally binding (collectively, the "IN Benefit Plans").  For purposes 
of this Agreement, "ERISA Group" means a controlled or affiliated group 
within the meaning of Code Section 414(b), (c), (m), or (o) of which IN is or 
may be a member.  

          (b)  No event has occurred and, to the knowledge or IN or Irwin, 
there exists no condition or set of circumstances, in connection with which 
IN or any member of its ERISA Group could be subject to any liability under 
the terms of any IN Benefit Plans, ERISA, the Code or any other applicable 
Law which would have an IN Material Adverse Effect.  

          (c)  Neither IN nor any member of its ERISA Group, including, 
without limitation, any of its subsidiaries, is or has ever been a party to 
any collective bargaining or other labor union contracts.  No collective 
bargaining agreement is being negotiated by IN or any of its subsidiaries.  
There is no pending or threatened labor dispute, strike or work stoppage 
against IN or any of its subsidiaries which may interfere with the respective 
business activities of IN or any of its subsidiaries.  None of IN, any of its 
subsidiaries or any of their respective representatives or employees has 
committed any unfair labor practices in connection with the operation of the 
respective businesses of IN or its subsidiaries, and there is no pending or 
threatened charge or

                                       11
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complaint against IN or any of its subsidiaries by the National Labor 
Relations Board or any comparable state agency.  IN and its subsidiaries are 
in compliance with all applicable wage and hours Laws, age, race, religious 
and gender anti-discrimination Laws, employee health and safety Laws and all 
immigration Laws as regards their respective employees and, there is no 
pending or, to IN's and Irwin's knowledge, threatened claim, investigations 
or proceeding involving any alleged violation of any such Law.

          (d)  Neither IN nor any of its subsidiaries is a party to or is 
bound by any severance agreements, programs or policies.  Schedule 3.10(d) to 
the IN Disclosure Schedule sets forth, and IN has made available to 4Health 
true and correct copies of, (i) all employment agreements with officers or IN 
or its subsidiaries; (ii) all agreements with consultants of IN or its 
subsidiaries obligating IN or any subsidiary to make annual cash payments in 
an amount exceeding $25,000; (iii) all non-competition agreements with IN or 
a subsidiary executed by officers of IN; and (iv) all plans, programs, 
agreements and other arrangements of IN or its subsidiaries with or relating 
to its directors.

          (e)  Neither IN nor any member of its ERISA Group provides retiree 
medical or retiree life insurance benefits to any person and (y) neither IN 
nor any of its subsidiaries is contractually or otherwise obligated (whether 
or not in writing) to provide any person with life insurance or medical 
benefits upon retirement or termination of employment, other than as required 
by the provisions of Sections 601 through 608 of ERISA and Section 4980B of 
the Code and each such IN Benefit Plan or arrangement may be amended or 
terminated by IN or its subsidiaries at any time without liability.

          (f)  Neither IN nor any member of its ERISA Group including, 
without limitation, any of its subsidiaries, contributes to or has an 
obligation to contribute to, and has not within six years prior to the date 
of this Agreement contributed to or had an obligation to contribute to or has 
any secondary liability under ERISA Section 4204 to, a multiemployer plan 
within the meaning of Section 3(37) of ERISA.

     SECTION 3.11.  TAXES.  Except when a failure of any representation made 
in this Section 3.11 to be true and correct would not result in a liability 
to IN in excess of (i) $10,000 in the case of a representation known to IN or 
Irwin to be untrue or incorrect or (ii) $25,000 in the case of a 
representation not known to IN or Irwin to be untrue or incorrect:

          (a)  Except as set forth in Schedule 3.11(a) of the IN Disclosure 
Schedule:

               (1)  Except to the extent that the applicable statute of 
limitations has expired, all Returns required to be filed by or on behalf of 
IN have been duly filed on a timely basis with the appropriate Governmental 
Entities and such Returns (including all attached statements and schedules) 
are true, correct and complete.  Except to the extent that the applicable 
statute of limitations with respect thereto has expired, all Taxes (as 
defined in (f) below) have been paid in full on a timely basis, and no other 
Taxes are payable by IN with respect thereto for items or

                                       12
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periods covered by such Returns (whether or not shown on or reportable on 
such Returns) or with respect to any period prior to the Effective Time;

               (2)  IN has complied in all respects with all applicable Laws 
relating to the payment and withholding of Taxes (including any estimated 
Taxes and withholding of Taxes pursuant to Sections 1441 and 1442 of the Code 
or similar provisions under foreign laws) and has, within the time and in the 
manner prescribed by Law, withheld from employee wages and paid over all 
amounts withheld under applicable Laws;

               (3)  IN has disclosed on its income tax returns all positions 
taken therein that could give rise to a substantial understatement penalty 
within the meaning of Code Section 6662;

               (4)  There are no liens on any of the assets of IN with 
respect to Taxes, other than liens for Taxes not yet due and payable for 
Taxes that are being contested in good faith through appropriate proceedings 
and for which appropriate reserves have been established;

               (5)  IN does not have any liability under Treasury Regulation 
Section 1.1502-6 or any analogous state, local or foreign law by reason of 
having been a member of any consolidated, combined or unitary group, other 
than in the current affiliated group of which IN is the common parent 
corporation;

               (6)  Except to the extent that the applicable statute of 
limitations has expired, IN has made available to 4Health complete copies of: 
(i) all federal, state and local, as well as any other taxing authority, 
income tax, sales and use tax, employment tax and franchise tax returns of IN 
for all periods since the formation of IN (or any predecessor in interest) 
and all such tax returns of Irwin with respect to the business of IN for 
periods prior to the formation of IN, and (ii) all tax audit reports, work 
papers statements of deficiencies, closing or other agreements received by 
Irwin (with respect to the business of IN) or IN or on its behalf or relating 
to Taxes; and

               (7)  IN does not do business in or derive income from any 
state, local, territorial or foreign taxing jurisdiction so as to be subject 
to Return filing requirements of such jurisdiction, other than those for 
which Returns have been furnished to 4Health.

          (b)  Except as disclosed in Schedule 3.11(b) of the IN Disclosure 
Schedule:

               (1)  There is no audit of any Returns of IN or Irwin (with 
respect to the business of IN by a governmental or taxing authority in 
process, pending or, to the knowledge of IN or Irwin, threatened (formally or 
informally) and no Governmental Entity of any jurisdiction in which IN does 
not file a Return has claimed that IN is or may be subject to tax in that 
jurisdiction;

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               (2)  Except to the extent that the applicable statute of 
limitations has expired and except as to matters that have been resolved, no 
deficiencies exist or have been asserted (either formally or informally) or 
are expected to be asserted with respect to Taxes of Irwin (with respect to 
the business of IN) or IN, and no notice (either formally or informally) has 
been received by Irwin or IN that he or it has not filed a Return or paid 
Taxes required to be filed or paid by it;

               (3)  IN is not a party to any pending action or proceeding for 
assessment or collection of Taxes, nor has such action or proceeding been 
asserted or threatened (either formally or informally) against it or any of 
its assets, except to the extent that the applicable statute of limitations 
has expired and except as to matters that have been resolved;

               (4)  No waiver or extension of any statute of limitations is 
in effect with respect to Taxes or Returns of IN;

               (5)  No action has been taken that would have the effect of 
deferring any liability for Taxes for IN from any period prior to the 
Effective Time to any period after the Effective Time;

               (6)  There are no requests for rulings, subpoenas or requests 
for information pending with respect to the Taxes of IN;

               (7)  No power of attorney has been granted by IN, with respect 
to any matter relating to Taxes;

               (8)  IN is not and has never been included in an affiliated 
group of corporations, within the meaning of Section 1504 of the Code;

               (9)  IN is not (nor has it ever been) a party to any tax 
allocation or sharing agreement between affiliated corporations; and

               (10) The amount of liability for unpaid Taxes of IN for all 
periods ending on or before the Effective Time will not, in the aggregate, 
materially exceed the amount of the liability accruals for Taxes reflected on 
the IN Balance Sheet.

          (c)  Except as disclosed on Schedule 3.11(c) of the IN Disclosure 
Schedule:

               (1)  IN is not required to treat any of its assets as owned by 
another person for federal income tax purposes or as tax-exempt bond financed 
property or tax-exempt use property within the meaning of Section 168 of the 
Code;

               (2)  IN has not issued or assumed any corporate acquisition 
indebtedness that is subject to Sections 279(a) and (b) of the Code;

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<PAGE>

               (3)  IN has not entered into any compensatory agreements with 
respect to the performance of services under which payment would result in a 
nondeductible expense pursuant Section 280G of the Code or an excise tax to 
the recipient of such payment pursuant to Section 4999 of the Code;

               (4)  No election has been made under Section 338 of the Code 
with respect to IN and no action has been taken that would result in any 
income tax liability to IN as a result of a deemed election within the 
meaning of Section 338 of the Code;

               (5)  No consent under Section 341(f) of the Code has been 
filed with respect to IN;

               (6)  IN has not agreed, nor is it required to make, any 
adjustment under Code Section 481(a) by reason of a change in accounting 
method or otherwise;

               (7)  IN has not disposed of any property that is presently 
being accounted for under the installment method;

               (8)  IN is not a party to any interest rate swap or currency 
swap;

               (9)  IN has not participated in any international boycott as 
defined in Code Section 999;

               (10) IN is not subject to any joint venture, partnership or 
other arrangement or contract that is treated as a partnership for federal 
income tax purposes;

               (11) IN has not made any of the foregoing elections and is not 
required to apply any of the foregoing rules under any comparable state, 
local or foreign income tax provisions; and

               (12) IN does not have and has never had a permanent 
establishment in any foreign country, as defined in any applicable tax treaty 
or convention between the United States and such foreign country.

          (d)  The books and records of IN, including the Returns of IN made 
available to 4Health, contain accurate and complete information with respect 
to:

               (1)  All material tax elections in effect with respect to IN;

               (2)  The current tax basis of the assets of IN;

               (3)  The current and accumulated earnings and profits of IN, 
if any;
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               (4)  The net operating losses of IN by taxable year, if any;

               (5)  The net capital losses of IN by taxable year, if any;

               (6)  The tax credit carry overs of IN, if any; and

               (7)  The overall foreign losses of IN under Section 904(f) of 
the Code that are subject to recapture, if any.

          (e)  The Returns provided by IN to 4Health contain accurate and 
complete information with respect to any net operating losses and net 
operating loss carry forwards, if any, and other tax attributes of IN, and 
the extent to which they are subject to any limitation under Code Sections 
381, 382, 383, or 384, or any other provision of the Code or the federal 
consolidated return regulations (or any predecessor provision of any Code 
Section or the regulations) and, apart from any such limitations and apart 
from any limitation that would be imposed as a result of the Merger, there is 
nothing that would prevent IN from utilizing these net operating losses, net 
operating loss carry forwards or other tax attributes, if any, as so limited 
if it has sufficient income.

          (f)  (1)  For purposes of this Agreement the term "Taxes" shall 
mean all taxes, however, denominated, including any interest, penalties or 
other additions to tax that may become payable in respect thereof, imposed by 
any federal, territorial, state, local or foreign government or any agency or 
political subdivision of any such government, which taxes shall include, 
without limiting the generality of the foregoing, all income or profit taxes, 
payroll and employee withholding taxes, unemployment insurance, social 
security taxes, sales and use taxes, ad valorem taxes, excise taxes, 
franchise taxes, gross receipts taxes, business license taxes, occupation 
taxes, real and personal property taxes, stamp taxes, environmental taxes, 
transfer taxes, workers' compensation, Pension Benefit Guaranty Corporation 
premiums and other governmental charges, and other obligations of the same or 
of a similar nature to any of the foregoing, required to be paid, withheld or 
collected.

               (2)  For the purposes of this Agreement, the term "Returns" 
shall mean all reports, estimates, declarations of estimated tax, information 
statements and returns relating to, or required to be filed in connection 
with, any Taxes, including information returns or reports with respect to 
backup withholding and other payments to third parties.

               (3)  All references to "IN" in this Section 3.11 shall include 
all subsidiaries of IN and where appropriate in this Section 3.11, the 
singular shall include the plural.

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      SECTION 3.12.  TAX AND ACCOUNTING MATTERS.

          (a)  Neither IN nor, to the knowledge of IN or Irwin, any of its 
affiliates has taken or agreed to take any action that would prevent the 
Merger from constituting a tax-free reorganization qualifying under the 
provisions of Section 368(a) of the Code.

          (b)  IN has no plan or intention to acquire the 4Health Common 
Stock issued in the Merger.

          (c)  Subject to Section 8.05(a), IN and the holders of IN Common 
Stock will each pay their respective expenses, if any, incurred in connection 
with the Merger.

          (d)  There is no intercorporate indebtedness existing between IN 
and 4Health that was issued, acquired or will be settled at a discount.

          (e)  IN is not an investment company as defined in section 
368(a)(2)(F)(iii) and (iv) of the Code.

          (f)  Except as contemplated by this Agreement, IN will take no 
action prior to the Effective Time to cease operations or, except in the 
ordinary course of business, dispose of any of its assets of any of its 
subsidiaries or current lines of business.

          (g)  Neither IN nor any of its subsidiaries or affiliates has taken 
in the last two years or will take any action prior to the Effective Time 
which will adversely affect or invalidate the ability of 4Health to account 
for the Merger using the pooling of interests method of accounting as 
provided in Accounting Principles Board Opinion No. 16 of the American 
Institute of Certified Public Accountants and the interpretations issued 
thereunder as presently in effect ("APB 16"). 

     SECTION 3.13.  CERTAIN BUSINESS PRACTICES.  To the best of its 
knowledge, none of IN, any of its subsidiaries or any directors, officers, 
agents or employees of IN or any of its subsidiaries has (i) used any funds 
for unlawful contributions, gifts, entertainment or other unlawful expenses 
relating to political activity, (ii) made any unlawful payment to foreign or 
domestic government officials or employees or to foreign or domestic 
political parties or campaigns or violated any provision of the Foreign 
Corrupt Practices Act of 1977, as amended, or (iii) made any other unlawful 
payment.

     SECTION 3.14.  ENVIRONMENTAL MATTERS.

          (a)  Except for matters disclosed in Schedule 3.14 to the IN 
Disclosure Schedule and except for matters that would not have or are 
reasonably not likely to have an IN Material Adverse Effect, to the best 
knowledge of IN or Irwin:

                                       17
<PAGE>

               (i)     The properties, operations and activities of IN and 
its subsidiaries are in compliance with all applicable Environmental Laws and 
there are no circumstances which could reasonably be expected to prevent or 
interfere with their continued compliance with applicable Environmental Laws.

               (ii)    IN and its subsidiaries and the properties and 
operations of IN and its subsidiaries are not subject to any existing, 
pending, or, to IN's knowledge, threatened civil, criminal or administrative 
action, suit, claim, notice of violation, investigation, notice of potential 
liability, request for information, inquiry, demand or proceeding under 
applicable Environmental Laws.

               (iii)   IN and its subsidiaries have not agreed, whether by 
contract or by consent agreement with Governmental Entities or private 
persons, to undertake investigation, clean up, or remedial activities.

               (iv)    All notices, permits, licenses, or similar 
authorizations required to be obtained or filed by IN or any of its 
subsidiaries under any Environmental Laws in connection with any aspect of 
the business of IN or any of its subsidiaries, including without limitation 
those relating to the treatment, storage, disposal or discharge of Hazardous 
Materials, have been duly obtained or filed and will remain valid and in 
effect after the Merger, and IN and its subsidiaries are in compliance with 
the terms and conditions of all such notices, permits, licenses and similar 
authorizations.

               (v)     IN and its subsidiaries have not received any notice of 
noncompliance with respect to any financial responsibility requirements 
applicable to their operations and imposed by any Governmental Entity under 
any Environmental Laws.

               (vi)    There are no physical or environmental conditions 
existing on any leased property of IN or its subsidiaries or resulting from 
IN's or such subsidiaries' operations or activities, past or present, at any 
location, including without limitation, releases and disposal of Hazardous 
Materials, that would give rise to any on-site or off-site investigation, 
reporting, or remedial obligations or other Environmental Liability.

               (vii)   To the extent required by applicable Environmental 
Laws, all Hazardous Materials generated by IN and its subsidiaries have been 
transported only by persons authorized under applicable Environmental Laws to 
transport such materials, and disposed of only at treatment, storage and 
disposal facilities authorized under applicable Environmental Laws to treat, 
store or dispose of such Hazardous Materials.

               (viii)  There has been no exposure of any person or property 
to Hazardous Materials or any release of Hazardous Materials into the 
environment by IN or its present or prior subsidiaries or in connection with 
their present or prior properties or operations that could reasonably be 
expected to give rise to any Environmental Liability.

                                       18
<PAGE>

               (ix)    No release or clean up of Hazardous Materials has 
occurred at IN and its subsidiaries' leased properties which could reasonably 
be expected to result in the assertion or creation of any lien on the 
properties by any governmental body or agency or other Governmental Entity 
with respect thereto, nor has any such lien been asserted or made by any 
governmental body, agency or entity with respect thereto.

               (x)     The operations of each third party operator of any of IN 
or its subsidiaries' properties are in compliance with the terms of this 
Section 3.14.

          (b)  IN and its subsidiaries have made available to 4Health all 
internal and external environmental audits, studies, documents and 
correspondence on environmental matters in the possession of IN or its 
subsidiaries relating to any of the present or prior properties or operations 
of IN and its subsidiaries.

          (c)  For purposes of this Agreement, the following terms shall be 
defined as follows:

               (i)     "Environmental Laws" shall mean any and all laws, 
statutes, ordinances, rules, regulations or orders of any Governmental Entity 
pertaining to pollution, health, safety, or the environment, including, 
without limitation, the Clean Air Act, the Comprehensive Environmental, 
Response, Compensation, and Liability Act ("CERCLA"), the Clean Water Act, 
the Occupational Safety and Health Act, the Resource Conservation and 
Recovery Act, the Solid Waste Disposal Act, the Emergency Planning and 
Community Right-To-Know Act, the Safe Drinking Water Act, the Toxic 
Substances Control Act, the Hazardous Materials Transportation Act, the Oil 
Pollution Act, all as amended, any state laws implementing the foregoing 
federal laws, any state laws pertaining to, health, safety and waste 
management including, without limitation, the handling of asbestos, medical 
waste or disposable products, hydrocarbon products, PCBs or other Hazardous 
Materials or processing or disposing of wastes or the use, maintenance and 
closure of pits and impoundments, all other federal, state or local 
environmental conservation or protection and health and safety laws, and any 
common law creating liability for environmental conditions.  Environmental 
Laws shall include, without limitation, all restrictions, conditions, 
standards, limitations, prohibitions, requirements, guidelines, obligations, 
schedules and timetables contained in Environmental Laws or contained in any 
regulation, plan, code, order, decree, judgment, injunction, notice or demand 
letter issued, entered, promulgated or approved thereunder.

               (ii)    "Hazardous Materials" shall mean any materials that are 
regulated by or form the basis of liability under Environmental Laws, and 
include, without limitation, asbestos, wastes, including, without limitation, 
medical wastes or disposable products, hazardous substances, pollutants or 
contaminants, hazardous or solid wastes, hazardous constituents, hazardous 
materials, toxic substances, petroleum, including crude oil or any fraction 
thereof, natural gas, natural gas liquids, liquefied natural gas, or 
synthetic gas usable for fuel (or mixtures of natural gas and such synthetic 
gas).

                                       19
<PAGE>

               (iii)   "Environmental Liability" shall mean liabilities, 
fines, penalties, obligations, consequential damages, responsibilities, 
response costs, natural resource damages, corrective action costs, 
reclamation costs, and costs and expenses, known or unknown, absolute or 
contingent, past, present or future, resulting from any requirement, claim or 
demand under Environmental Laws or contract.

     SECTION 3.15.  VOTE REQUIRED.  The only vote or written consent of the 
holders of any class or series of IN capital stock necessary to approve the 
Merger and adopt this Agreement is the affirmative vote or written consents 
from the holders of at least a majority of the outstanding shares of IN 
Common Stock.

     SECTION 3.16.  BROKERS.  Except as set forth in Schedule 3.16 to the IN 
Disclosure Schedule and the Notes payable to the order of Messrs. Charles 
Paz, Roy Dahlen and Ken Bodger, no broker, finder or investment banker is 
entitled to any brokerage, finder's or other fee or commission in connection 
with the transactions contemplated by this Agreement based upon arrangements 
made by or on behalf of IN.  IN has made or will make available prior to 
Closing to 4Health a complete and correct copy of all agreements referenced 
in Schedule 3.16 to the IN Disclosure Schedule pursuant to which such firm or 
individual will be entitled to any payment relating to the transactions 
contemplated by this Agreement.

     SECTION 3.17.  INSURANCE.  Schedule 3.17 to the IN Disclosure Schedule 
will set forth a true and complete listing of all material policies currently 
in force, and all other policies under which a claim could be made as of the 
date hereof (I.E., all occurrence-based policies), for fire, products and 
environmental or pollution control liability, general liability, vehicle, 
workers' compensation, directors and officers' liability, title and other 
insurance owned or held by or covering IN or any of its property, assets, or 
activities, past or present.  As of the date hereof, all of such policies are 
in full force and effect, and IN has not received any outstanding notice of 
cancellation or termination with respect to any policy of fire, products or 
environmental or pollution control liability, general liability, vehicle, 
workers' compensation, directors' and officers' liability, title and other 
insurance owned or held by or covering IN or any of its property, assets, or 
activities, past or present.  To the knowledge of IN or Irwin, neither the 
Merger nor any of the transactions contemplated hereby shall cause the 
termination or may form the basis for terminating any such insurance policies 
or insurance coverages presently maintained by IN.

     SECTION 3.18   PROPERTIES.  Except as set forth in Schedule 3.18 to the 
IN Disclosure Schedule, except for liens arising in the ordinary course of 
business after the date hereof and assets disposed of in the ordinary course 
of business after the date of the IN Balance Sheet, IN and its subsidiaries 
have good and marketable title free and clear of all liens, the existence of 
which would have an IN Material Adverse Effect, to all their material assets, 
whether tangible or intangible, personal or mixed, reflected in the IN 
Balance Sheet as being owned by IN and its subsidiaries as of the date 
thereof or purported to be owned on the date hereof.  All buildings, and all 
fixtures, equipment and other property and assets which are material to its 
business on a

                                       20
<PAGE>

consolidated basis held under leases by any of IN or its subsidiaries, are 
held under valid instruments enforceable by IN or its subsidiaries in 
accordance with their respective terms.  Substantially all of IN's and its 
subsidiaries' equipment in regular use has been well maintained and is in 
good and serviceable condition, reasonable wear and tear excepted.  Neither 
IN nor any of its subsidiaries own any real property and all of IN's and its 
subsidiaries' interests in real property are subject to valid and binding 
leases, all of which are in full force and effect, are not in breach by IN or 
its subsidiaries or, to IN's or Irwin's knowledge, by the lessor thereunder.

          SECTION 3.19.  CERTAIN CONTRACTS AND RESTRICTIONS.  Other than 
agreements, contracts or commitments listed elsewhere in the IN Disclosure 
Schedule, Schedule 3.19 to the IN Disclosure Schedule lists, as of the date 
hereof, each agreement, contract or commitment (including any amendments 
thereto) to which IN or any of its subsidiaries is a party or by which IN or 
any of its subsidiaries is bound (i)  involving consideration during the next 
twelve months in excess of $10,000 or (ii) which is otherwise material to the 
assets, liabilities, financial condition, results of operations or current or 
future business of IN and its subsidiaries, taken as a whole.  As of the date 
of this Agreement and except as indicated on the IN Disclosure Schedule, (i) 
IN has fully complied with all material terms and conditions of all 
agreements, contracts and commitments listed in the IN Disclosure Schedule 
and all such agreements, contracts and commitments are in full force and 
effect, (ii) IN and Irwin have no knowledge of any defaults thereunder or any 
cancellations or modifications thereof, and (iii) such agreements, contracts 
and commitments are not subject to any memorandum or other written document 
or understanding permitting cancellation.

     SECTION 3.20.  FUTURES TRADING AND FIXED PRICE EXPOSURE.  Neither IN nor 
any of its subsidiaries is presently engaged in any futures or options 
trading or is a party to any price, interest rate or currency swaps, hedges, 
futures or other derivative instruments.

     SECTION 3.21.  INFORMATION SUPPLIED.  Without limiting any of the 
representations and warranties contained herein, the representations and 
warranties of IN contained in this Agreement and the information set forth in 
the IN Disclosure Schedule is complete and accurate and does not contain any 
untrue statement of material fact, or omit a material fact necessary in order 
to make the statements contained therein, in light of the circumstances under 
which such statements are or were made, not misleading.

     SECTION 3.22.  SECURITIES LAWS REPRESENTATIONS.  Without limiting any of 
the representations and warranties of 4Health contained herein, Irwin hereby 
acknowledges and agrees with 4Health that he is familiar with 4Health's 
assets, business, financial condition, results of operations, and prospects. 
He is aware of the risks attendant to an investment in the 4Health Common 
Stock.  He has relied solely upon the independent investigations made by him 
and his representatives and 4Health's representations and warranties set 
forth herein in making a decision to approve the Merger and to acquire the 
4Health Common Stock nad has a full understanding and appreciation of the 
risks inherent in such a speculative investment.  In connection with such

                                       21
<PAGE>

investigation, he and his advisors, if any, have had the opportunity to ask, 
to the extent he considered necessary, questions of, and have received 
answers from, officers of 4Health concerning the affairs of 4Health and have 
had access to reports filed by 4Health with the Commission (as hereinafter 
defined), all documents, records, books and additional information which he 
has deemed necessary to make an informed investment decision to acquire the 
4Health Common Stock.  He recognizes that the offer and sale by 4Health to 
him of the 4Health Common Stock has not been registered under the Securities 
Act or any other domestic or foreign securities laws (the Securities Act, the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any 
such other applicable domestic and foreign securities laws are hereinafter 
collectively referred to herein as the "Securities Laws") and, except as set 
forth in 6.02 hereof, will not be registered under any such Securities Laws, 
in reliance upon exemptions from the registration requirements thereof.  He 
is acquiring the 4Health Common Stock solely for his own account for 
investment and not with a view to, or for offer or resale in connection with, 
a distribution thereof in violation of any Securities Laws.  He understands 
that the effect of such representations and warranties is that such Stock 
must be held indefinitely unless the sale or transfer thereof is subsequently 
registered under applicable Securities Laws or an exemption from such 
registration is available at the time of the proposed sale or transfer 
thereof.  Except as provided in Section 6.02 hereof, 4Health is under no 
obligation to file a registration statement under the Securities Act covering 
the sale or transfer of the 4Health Common Stock or otherwise to register 
such Stock for sale under applicable Securities Laws.  Irwin represents and 
warrants that he has such knowledge and experience in financial and business 
matters as to be capable of evaluating the merits and risks of approving the 
Merger and investing in the 4Health Common Stock; he is an "accredited 
investor" as defined in Rule 501 of Regulation D; and that the statements 
contained in this Section 3.23 are true, correct and complete in all material 
respects and do not omit any material fact necessary to make such statements 
not misleading. Irwin shall make no sale or other disposition of his 4Health 
Common Stock unless (a) 4Health shall have received an opinion of counsel 
satisfactory in form and substance to it that the sale or other disposition 
may be made without registration under the then applicable provisions of the 
Securities Laws and the rules and regulations promulgated thereunder, or (b) 
such Stock is included in a currently effective registration statement under 
the Securities Act.  Neither Irwin, his wife nor any holder of a Converted 
Share has been convicted of any felony or misdemeanor in connection with the 
purchase and sale of any security or involving the making of any false filing 
with the Securities and Exchange Commission ("Commission").  Neither Irwin, 
his wife nor any holder of a Converted Share nor IN or any subsidiary of IN, 
nor any officer, director and/or shareholder of IN or any subsidiary of IN, 
is subject to any order, judgment or decree of any court of competent 
jurisdiction, temporarily or preliminarily restraining or enjoining, or 
subject to any order, judgment or decree of any court of competent 
jurisdiction, permanently restraining or enjoining, such person from engaging 
in or continuing any conduct or practice in connection with the purchase and 
sale of any security or involving the making of any false filing with the 
Commission.  Irwin agrees to secure and furnish to 4Health prior to the 
Effective Time investment representation letters from his wife and any other 
holder of Converted Shares, if any, addressed to 4Health containing the same 
representations and warranties made by Irwin in this Section 3.23.

                                       22
<PAGE>

     SECTION 3.23.  INTELLECTUAL PROPERTY.  Schedule 3.23 lists all the 
registered patents, trademarks, service marks, copyrights, trade names and 
applications for any of the foregoing owned by IN or any to its knowledge, 
its subsidiaries as of the date of this Agreement (the "Registered 
Intellectual Property").  To its knowledge, IN has good and marketable title 
to the Registered Intellectual Property and has good and marketable title to, 
or valid licenses or rights to use, all patents, copyrights, trademarks, 
trade names, brand names, proprietary and other technical information, 
technology and software (collectively, "Intellectual Property") which are 
used in the operation of its business as presently conducted, free from any 
liens and free from any requirement of any past, present or future royalty 
payments, license fees, charges or other payments or conditions or 
restrictions, whatsoever, except as set forth on Schedule 3.23.  Immediately 
after the Effective Time, the Surviving Corporation will own or will have the 
right to use all Intellectual Property free from liens and on the same terms 
and conditions as in effect prior to the Effective Time.  Except as set forth 
in Schedule 3.23, there are no claims or proceedings pending or, to IN's or 
to Irwin's knowledge, threatened, against IN asserting that IN or any of its 
subsidiaries is infringing or engaging in the unauthorized use of any 
Intellectual Property of any other person or entity. Schedule 3.23 sets forth 
all agreements and arrangements (i) pursuant to which IN or any of its 
subsidiaries has licensed Intellectual Property to, or the use of 
Intellectual Property in other areas permitted (through non-assertion, 
settlement or similar agreements or otherwise) by, any other person and (ii) 
pursuant to which IN or any of its subsidiaries has had Intellectual Property 
licensed to it, or has otherwise been permitted to use Intellectual Property 
(through non-assertion, settlement or similar agreements or otherwise).  All 
of the agreements or arrangements to the extent set forth on Schedule 3.23 
(w) are in full force and effect in accordance with their terms and neither 
IN nor Irwin is aware that any default exists thereunder by IN or any of its 
subsidiaries or by any other party thereto; (x) are free and clear of liens; 
and (y) do not contain any change of control or other terms or conditions 
that will become applicable or inapplicable as a result of the consummation 
of the Merger and the transactions contemplated by this Agreement.  IN has 
delivered to 4Health true and complete copies of all agreements and 
arrangements set forth on Schedule 3.23.  There are no royalties, license 
fees, charges or other amounts payable by, or on behalf of IN or any of its 
subsidiaries in respect of any Intellectual Property other than as set forth 
on Schedule 3.23.

                                     ARTICLE IV
                                          
                     REPRESENTATIONS AND WARRANTIES OF 4HEALTH

     4Health hereby represents and warrants to IN and Irwin that:

     SECTION 4.01.  ORGANIZATION AND QUALIFICATIONS; SUBSIDIARIES.  4Health 
is a corporation duly organized, validly existing and in good standing under 
the laws of the State of Utah and has all requisite corporate power and 
authority to own, lease and operate its properties and to carry on its 
business as now being conducted and is duly qualified and in good standing to 
do business in each jurisdiction in which the nature of the business 
conducted by it or the ownership or

                                       23
<PAGE>

leasing of its properties makes such qualification necessary, other than 
where the failure to be so duly qualified and in good standing would not have 
a 4Health Material Adverse Effect.  The term "4Health Material Adverse 
Effect" as used in this Agreement shall mean any change or effect that, 
individually or when taken together with all such other changes or effects, 
would be reasonably likely to be materially adverse to the assets, 
liabilities, financial condition, results of operations or current or future 
business of 4Health and its subsidiaries, taken as a whole.  Except as set 
forth in Schedule 4.01 to the disclosure schedule to be delivered to IN by 
4Health and which is attached hereto and is made a part hereof (the "4Health 
Disclosure Schedule") as provided in Section 7.03(g), 4Health does not own an 
equity interest in any other corporation, partnership or joint venture 
arrangement or other business entity that is material to the assets, 
liabilities, financial condition, results of operations or current or future 
business of 4Health and its subsidiaries, taken as a whole.

     SECTION 4.02.  ARTICLES OF INCORPORATION AND BYLAWS.  4Health has 
heretofore furnished to IN a complete and correct copy of the articles of 
incorporation and bylaws or the equivalent organizational documents as 
presently in effect of 4Health.  4Health is not in violation of any of the 
provisions of its articles or any material provision of its bylaws.

     SECTION 4.03.  CAPITALIZATION.

          (a)  Except as set forth in Schedule 4.03(a) or as contemplated by 
this Agreement, the authorized capital stock of 4Health consists of 
30,000,000 shares of 4Health Common Stock as of the date hereof, of which 
11,911,658 shares are issued and outstanding, 50,000 shares are held in 
treasury by 4Health and up to 2,139,323 shares are reserved for future 
issuance pursuant to stock options and warrants; and (ii) 5,000,000 shares of 
series preferred stock, par value $1.00 per share, none of which are issued 
and outstanding.  Except as described in this Section 4.03 or Schedule 
4.03(a) of the 4Health Disclosure Schedule, no shares of capital stock of 
4Health are reserved for any purpose.  Each of the outstanding shares of 
capital stock of, or other equity interests in 4Health is duly authorized, 
validly issued, and, in the case of shares of capital stock, fully paid and 
nonassessable, and has not been issued in violation of (nor are any of the 
authorized shares of capital stock of, or other equity interests in, such 
entities subject to) any preemptive or similar rights created by statue, the 
charter or bylaws (or the equivalent organizational documents) of 4Health, or 
any agreement to which 4Health is a party or bound, and such outstanding 
shares or other equity interests owned by 4Health are owned free and clear of 
all security interests, liens, claims, pledges, agreements, limitations on 
4Health's voting rights, charges or other encumbrances of any nature 
whatsoever.

          (b)  Except as set forth in Schedule 4.03(b)(i) to the 4Health 
Disclosure Schedule, there are no options, warrants or other rights 
(including registration rights), agreements, arrangements or commitments of 
any character to which 4Health is a party relating to the issued or unissued 
capital stock of 4Health or obligating 4Health to grant, issue or sell any 
shares of the capital stock of 4Health, by sale, leases, license or 
otherwise.  Except as set forth in Schedule 4.03(b)(ii) to the 4Health 
Disclosure Schedule, there are no obligations, contingent or

                                       24
<PAGE>

otherwise, of 4Health to (i) repurchase, redeem or otherwise acquire any 
shares of 4Health Common Stock or other capital stock of 4Health; or (ii) 
provide material funds to, or make any material investment in (in the form of 
a loan, capital contribution or otherwise), or provide any guarantee with 
respect to the obligations of any other person.  Except as described in 
Schedule 4.03(b)(iii) to the 4Health Disclosure Schedule, 4Health (x) does 
not directly or indirectly own, (y) has not agreed to purchase or otherwise 
acquire or (z) does not holds any interest convertible into or exchangeable 
or exercisable for, 5% or more of the capital stock of any corporation, 
partnership, joint venture or other business association or entity.  Except 
as set forth in Schedule 4.03(b)(iv) to the 4Health Disclosure Schedule, 
there are no agreements, arrangements or commitments of any character 
(contingent or otherwise) pursuant to which any person is or may be entitled 
to receive any payment based on the revenues or earnings or calculated in 
accordance therewith, of 4Health.  Except as set forth in Schedule 
4.03(b)(v), there are no voting trusts, proxies or other agreements or 
understanding to which 4Health is a party or by which 4Health is bound with 
respect to the voting of any shares of capital stock of 4Health.

          (c)  4Health has made available to IN complete and correct copies 
of (i) its Long Term Stock Incentive Plan (The "4Health Option Plan") and the 
forms of options issued pursuant to the 4Health Option Plan, including all 
amendments thereto and (ii) all options and warrants that are not in the form 
specified under clause (i) above.  Schedule 4.03(c) to the 4Health Disclosure 
Schedule sets forth a complete and correct list of all outstanding warrants 
and options, restricted stock or any other stock awards and shares of stock 
reserved for issuance under such stock options, the form thereof provided 
under clause (i) above.  Schedule 4.03(c) to the 4Health Disclosure Schedule 
sets forth a complete and correct list of all outstanding warrants and 
options, restricted stock or any other stock awards (the "4Health Stock 
Awards") granted under the 4Health Option Plan or otherwise, setting forth as 
of the date hereof (i) the number of type of 4Health Stock Awards, (ii) the 
exercise price of each outstanding stock option or warrants, and (iii) the 
number of stock options and warrants presently exercisable.

     SECTION 4.04   AUTHORITY.  4Health has all requisite corporate power and 
authority to execute and deliver this Agreement, to perform its obligations 
hereunder and to consummate the transactions contemplated hereby.  The 
execution and delivery of this Agreement by 4Health and the consummation by 
4Health of the transactions contemplated hereby have been duly authorized by 
all necessary corporate action and, except for securing the approval of 
4Health's stockholders, no other corporate proceedings on the part of 4Health 
are necessary to authorize this Agreement or to consummate the transactions 
contemplated hereby.  This Agreement has been duly executed and delivered by 
4Health and, assuming the due authorization, execution and delivery thereof 
by IN and Irwin, constitutes the legal, valid and binding obligation of 
4Health enforceable against 4Health in accordance with its terms, except that 
(i) such enforcement may be subject to applicable bankruptcy, insolvency or 
other similar laws, now or hereafter in effect. affecting creditors' rights 
generally, and (ii) the remedy of specific performance and injunctive and 
other forms of equitable relief may be subject to equitable defenses and to 
the discretion of the court before which any proceeding therefor may be 
brought.

                                       25
<PAGE>

     SECTION 4.05.  NO CONFLICT: REQUIRED FILINGS AND CONSENTS.

          (a)  Except as set forth in Schedule 4.05 to the 4Health Disclosure 
Schedule, the execution and delivery of this Agreement by 4Health does not, 
and the consummation of the transaction contemplated hereby will not (i) 
conflict with or violate the articles of incorporation or bylaws, or the 
equivalent organizational documents, in each case as amended or restated, of 
4Health, (ii) conflict with or violate any Laws applicable to 4Health or by 
which any of its properties is bound or subject, or (iii) result in any 
breach of or constitute a default (or an event that with notice or lapse of 
time or both would become a default) under, or give to others any rights of 
termination, amendment, acceleration or cancellation of, or result in the 
creation of a lien or encumbrance on any of the properties or assets of 
4Health pursuant to, any note, bond, mortgage, indenture, contract, 
agreement, lease, license, permit, franchise or other instrument or 
obligation to which 4Health is a party or by or to which 4Health or any of 
its properties is bound or subject, except for any such conflicts or 
violations described in clause (ii) or breaches, defaults, events, rights of 
termination, amendment, acceleration or cancellation, payments obligations or 
liens or encumbrances described in clause (iii) that would not have a 4Health 
Material Adverse Effect.

          (b)  The execution and delivery of this Agreement by 4Health does 
not, and consummation of the Merger will not, require 4Health to obtain any 
consent, license, permit, approval, waiver, authorization or order of, or to 
make any filing with or notification to, any Governmental Entity, except (i) 
for filing appropriate merger documents as required by California and Utah 
Laws; (ii) for filing Proxy Materials (as defined herein) and Form D with the 
Commission; (iii) if required by the National Association of Securities 
Dealers, Inc. ("NASD"), a listing application listing the shares of 4Health's 
Common Stock on the NASDAQ National Stock Market ("NSM"); and (iv) where the 
failure to obtain such consents, licenses, permits, approvals, waivers, 
authorizations or orders, or to make such filings or notifications, would 
not, either individually or in the aggregate, materially interfere with 
4Health's performance of its obligations under this Agreement and would not 
have a 4Health Material Adverse Effect.

     SECTION 4.06.  PERMITS; COMPLIANCE.  4Health and, to 4Health's 
knowledge, each third party operator of any of 4Health's properties, is in 
possession of all franchises, grants, authorizations, licenses, permits, 
easements, variances, exemptions, consents. certificates, approvals and 
orders necessary to won, lease and operate its properties and to carry on its 
business as it is now being conducted (collectively, the "4Health Permits"), 
and there is no action, proceeding or investigation pending or, to the 
knowledge of 4Health, threatened regarding suspension or cancellation of any 
of the 4Health Permits, except where the failure to possess, or the 
suspension or cancellation of, such 4Health Permits would not have a 4Health 
Material Adverse Effect.  Except as set forth in Schedule 4.06 to the 4Health 
Disclosure Schedule, 4Health has not received from any Governmental Entity 
any written notification with respect to possible conflicts, defaults or 
violations of Laws, except for written notices relating to possible 
conflicts, defaults or violations that would not have a 4Health Material 
Adverse Effect.

                                       26
<PAGE>

     SECTION 4.07.  FINANCIAL STATEMENTS.

          (a)  Since March 31, 1991, 4Health and its subsidiaries have filed 
(i) all forms, reports, statements and other documents required to be filed 
with (A) the Commission including, without limitation, (1) all Registration 
Statements filed under the Securities Act, (2) all Annual Reports on Form 
10-K, (3) all Quarterly Reports on Form 10-Q, (4) all proxy statements 
relating to meetings of stockholders (whether annual or special), (5) all 
Current Reports on Form 8-K and (6) all other reports, schedules, 
registration statements or other documents (collectively referred to as the 
"4Health Commission Reports") and (B) any applicable state securities 
authorities and (ii) all forms, reports, statements and other documents 
required to be filed with any other applicable federal or state regulatory 
authorities, except where the failure to file any such forms, reports, 
statements or other documents would not have a 4Health Material Adverse 
Effect (all such forms, reports, statements and other documents in clauses 
(i) and (ii) of this Section 3.07(a) being referred to herein, collectively, 
as the "4Health Reports").  The 4Health Reports, including all 4Health 
Reports filed after the date of this Agreement and prior to the Effective 
Time, (x) were or will be prepared in accordance with the requirements of 
applicable Law (including, with respect to 4Health Commission Reports, the 
Securities Act and the Exchange Act, as the case may be, and the rules and 
regulations of the Commission thereunder applicable to such 4Health 
Commission Reports) and (y) did not at the time they were filed, or will not 
at the time they are filed, contain any untrue statement of a material fact 
or omit to state a material fact required to be stated therein or necessary 
in order to make the statements therein, in the light of the circumstances 
under which they are made, not misleading.

          (b)  Each of the consolidated financial statements (including, in 
each case, any related notes thereto) contained in 4Health Commission Reports 
filed prior to the Effective Time, (i) have been or will be prepared in 
accordance with the published rules and regulations of the Commission and 
generally accepted accounting principles applied on a consistent basis 
throughout the periods involved (except (a) to the extent required by changes 
in generally accepted accounting principles; (b) with respect to 4Health 
Commission Reports filed prior to the date of this Agreement, as may be 
indicated in the notes thereto; and (c) with respect to interim financial 
statements as may be permitted by Article 10 of Regulation S-X) and (ii) 
fairly present or will fairly present the consolidated financial position of 
4Health and its subsidiaries as of the respective dates thereof and the 
consolidated results of operations and cash flows for the periods indicated 
(including reasonable estimates of normal and recurring year-end 
adjustments), except that (x) any unaudited interim financial statements were 
or will be subject to normal and recurring year-end adjustments and (y) any 
pro forma financial statements contained in such consolidated financial 
statements are not necessarily indicative of the consolidated financial 
position of 4Health and its subsidiaries as of the respective dates thereof 
and the consolidated results of operations and cash flows for the periods 
indicated.

     SECTION 4.08.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as 
disclosed in the 4Health Commission Reports, or in the 4Health Disclosure 
Schedule or as contemplated by this

                                       27

<PAGE>

Agreement or as set forth in Schedule 4.08 to the 4Health Disclosure 
Schedule, since September 30, 1997, 4Health has conducted its business in the 
ordinary course of business consistent with past practice.  Since September 
30, 1997, there has not been (i) any event, change, or effect (including the 
occurrence of any liabilities of any nature, whether or not accrued, 
contingent or otherwise) having or, which would be reasonably likely to have, 
individually or in the aggregate, a 4Health Material Adverse Effect; (ii) any 
declaration, setting aside or payment of any dividend or other distribution 
(whether in cash, stock or property) with respect to the equity interests of 
4Health or any redemption, purchase or other acquisition by 4Health or any of 
4Health's subsidiaries of any of 4Health's securities or any of the 
securities of any subsidiary of 4Health; (iii) any revaluation by 4Health of 
its assets, including the writing down of the value of inventory or the 
writing down or off of notes or accounts receivable, other than in the 
ordinary course of business and consistent with past practices; (iv) any 
change by 4Health in accounting principles or methods, except insofar as may 
be required by a change in generally accepted accounting principles;(v) a 
fundamental change in the nature of 4Health's business; or (vi) a 4Health 
Material Adverse Effect.

     SECTION 4.09.  ABSENCE OF LITIGATION.  Except as set forth in Schedule 
4.09 to the 4Health Disclosure Schedule, there is no claim, suit, litigation, 
proceeding, arbitration or, to the knowledge of 4Health, investigation of any 
kind, at law or in equity (including actions or proceedings seeking 
injunctive relief) pending or, to the knowledge of 4Health, threatened, 
against 4Health or any of its properties or rights (except for claims, 
actions, suits, litigation, proceedings, arbitrations or investigations which 
would not have a 4Health Material Adverse Effect), and 4Health is not subject 
to any continuing order of, consent decree, settlement agreement or other 
similar written agreement with, or, to the knowledge of 4Health, continuing 
investigation by, any Governmental Entity, or any judgment, order, writ, 
injunction, decree or award of any Government Entity or arbitrator, 
including, without limitation, cease-and-desist or other orders, except for 
matters that would not have a 4Health Material Adverse Effect.

     SECTION 4.10.  EMPLOYEE BENEFIT PLANS; LABOR MATTERS.

          (a)  Schedule 4.10(a) to the 4Health Disclosure Schedule sets forth 
each employee benefit plan (as such term is defined in ERISA Section 3(3)) 
maintained or contributed to during the past five years by 4Health or any 
member of its ERISA Group or with respect to which 4Health or any member of 
its ERISA Group could incur liability under Sections 4063, 4069, 4212(c) or 
4204 of ERISA, and any other retirement, pension, stock option, stock 
appreciation rights, profit sharing, incentive compensation, deferred 
compensation, savings, thrift, vacation pay, severance pay, insurance, 
health, welfare or other employee compensation or benefit plan, agreement,  
practice, or arrangement, whether written or unwritten, whether or not 
legally binding (collectively, the "4Health Benefit Plans").  For purposes of 
this Agreement, "ERISA Group" means a controlled or affiliated group within 
the meaning of Code Section 414(b), (c), (m), or (o) of which 4Health is a 
member.  4Health has made available to IN correct and complete copies of all 
4Health Benefit Plans (including a detailed written description of any 
4Health Benefit Plan that is unwritten, including a description of 
eligibility criteria, participation,

                                       28
<PAGE>

vesting, benefits, funding arrangements and assets and any other provisions 
relating to 4Health) and, with respect to each 4Health Benefit Plan, a copy 
of each of the following, to the extent each is applicable to each 4Health 
Benefit Plan:  (i) the most recent favorable determination letter, (ii) 
materials submitted to the Internal Revenue Service in support of a pending 
determination letter request, (iii) the most recent letter issued by the 
Internal Revenue Service recognizing tax exemption, (iv) each insurance 
contract, trust agreement, or other funding vehicle, (v) the three most 
recently filed Forms 5500 plus all schedules and attachments, (vi) the three 
most recent actuarial valuations, and (vii) each summary plan description or 
other general explanation or communication distributed or otherwise provided 
to employees with respect to each 4Health Benefit Plan that describes the 
terms of the 4Health Benefit Plan.

          (b)  With respect to the 4Health Benefit Plans, no event has 
occurred and, to the knowledge of 4Health, there exists no condition or set 
of circumstances, in connection with which 4Health or any member of its ERISA 
Group could be subject to any liability under the terms of such 4Health 
Benefit Plans, ERISA, the Code or any other applicable Law which would have 
an 4Health Material Adverse Effect.  Except as otherwise set forth on 
Schedule 4.10(b) to the 4Health Disclosure Schedule:

               (i)     As to any 4Health Benefit Plan intended to be 
qualified under Section 401 of the Code, such 4Health Benefit Plan satisfies 
the requirements of such Section and there has been no termination or partial 
termination of such 4Health Benefit Plan within the meaning of Section 
411(d)(3) of the Code and 4Health has administered all such Plans in 
accordance with all applicable Laws;

               (ii)    There are no actions, suits or claims pending (other 
than routine claims for benefits) or, to the knowledge of 4Health, threatened 
against, or with respect to, any of the 4Health Benefit Plans or their 
assets, any plan sponsor, or any fiduciary (as such term is defined in 
Section 3(21) of ERISA), and 4Health has no knowledge of any facts that could 
give rise to any actions, suits or claims;

               (iii)   All contributions required to be made to the 4Health 
Benefit Plans pursuant to their terms and provisions have been made timely;

               (iv)    As to any 4Health Benefit Plan subject to Title IV of 
ERISA, there has been no event or condition which presents the material risk 
of plan termination, no accumulated funding deficiency, whether or not 
waived, within the meaning of Section 302 of ERISA or Section 412 of the Code 
has been incurred, no reportable event within the meaning of Section 4043 of 
ERISA has occurred, no notice of intent to terminate the 4Health Benefit Plan 
has been given under Section 4041 of ERISA, no proceeding has been instituted 
under Section 4042 of ERISA to terminate the 4Health Benefit Plan, and no 
liability to the Pension Benefit Guaranty Corporation or to the Plan has been 
incurred;

                                       29
<PAGE>

               (v)     Neither 4Health nor any party in interest (as such term 
is defined in ERISA Section 3(14)) nor any disqualified person has engaged in 
any prohibited transaction within the meaning of ERISA Section 406 or Code 
Section 4975 that would subject 4Health to any liability; and

               (vi)    The consummation of the transactions contemplated by 
this Agreement will not give rise to any acceleration of vesting of payments 
or options, the acceleration of the time of making any payments, or the 
making of any payments, which in the aggregate would result in an "excess 
parachute payment"  within the meaning of Section 280G of the Code and the 
imposition of the excise under Section 4999 of the Code.

          (c)  Except as set forth in Schedule 4.10(c) to the 4Health 
Disclosure Schedule, neither 4Health nor any member of its ERISA Group, 
including, without limitation, any of its subsidiaries, is or has ever been a 
party to any collective bargaining or other labor union contracts.  No 
collective bargaining agreement is being negotiated by 4Health or any of its 
subsidiaries.  There is no pending or threatened labor dispute, strike or 
work stoppage against 4Health or any of its subsidiaries which may interfere 
with the respective business activities of 4Health or any of its 
subsidiaries.  None of 4Health, any of its subsidiaries or any of their 
respective representatives or employees has committed any unfair labor 
practices in connection with the operation of the respective businesses of 
4Health or its subsidiaries, and there is no pending or threatened charge or 
complaint against 4Health or any of its subsidiaries by the National Labor 
Relations Board or any comparable state agency.  4Health and its subsidiaries 
are in compliance with all applicable wage and hours Laws, age, race, 
religious and gender anti-discrimination Laws, employee health and safety 
Laws and all immigration Laws as regards their respective employees and, 
there is no pending or, to 4Health's knowledge, threatened claim, 
investigations or proceeding involving any alleged violation of any such Law.

          (d)  Except as disclosed in Schedule 4.10(d) to the 4Health 
Disclosure Schedule and as contemplated by this Agreement, neither 4Health 
nor any of its subsidiaries is a party to or is bound by any severance 
agreements, programs or policies.  Schedule 4.10(d) to the 4Health Disclosure 
Schedule sets forth, and 4Health has made available to IN true and correct 
copies of, (i) all employment agreements with officers or 4Health or its 
subsidiaries; (ii) all agreements with consultants of 4Health or its 
subsidiaries obligating 4Health or any subsidiary to make annual cash 
payments in an amount exceeding $25,000; (iii) all non-competition agreements 
with 4Health or a subsidiary executed by officers of 4Health; and (iv) all 
plans, programs, agreements and other arrangements of 4Health or its 
subsidiaries with or relating to its directors.

          (e)  Except as provided in Schedule 4.10(e) to the 4Health 
Disclosure Schedule, (x) no 4Health Benefit Plan provides retiree medical or 
retiree life insurance benefits to any person and (y) neither 4Health nor any 
of its subsidiaries is contractually or otherwise obligated (whether or not 
in writing) to provide any person with life insurance or medical benefits 
upon retirement or termination of employment, other than as required by the 
provisions

                                       30
<PAGE>

of Sections 601 through 608 of ERISA and Section 4980B of the Code and each 
such 4Health Benefit Plan or arrangement may be amended or terminated by 
4Health or its subsidiaries at any time without liability.

          (f)  Except as set forth in Schedule 4.10(f) to the 4Health 
Disclosure Schedule, neither 4Health nor any member of its ERISA Group 
including, without limitation, any of its subsidiaries, contributes to or has 
an obligation to contribute to, and has not within six years prior to the 
date of this Agreement contributed to or had an obligation to contribute to 
or has any secondary liability under ERISA Section 4204 to, a multiemployer 
plan within the meaning of Section 3(37) of ERISA.

          (g)  Except as contemplated by this Agreement or as set forth in 
Schedule 4.10(g), 4Health has not amended, or taken any actions with respect 
to, any of the 4Health Benefit Plans or any of the plans, programs, 
agreements, policies or other arrangements described in Section 4.10(d) of 
this Agreement since September 30, 1997.

          (h)  With respect to each 4Health Benefit Plan that is a "group 
health plan" within the meaning of Section 5000(b) of the Code, each such 
4Health Benefit Plan complies and has complied with the requirements of Part 
6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except where 
the failure to so comply would not have a 4Health Material Adverse Effect.

     SECTION 4.11   TAXES.   Except as set forth in Schedule 4.11 of the 
4Health Disclosure Schedule and except as such failure of any representation 
or warranty made in this Section 4.11 to be true and correct which would not 
have a 4Health Material Adverse Effect:

          (a)  Except to the extent that the applicable statute of 
limitations has expired, all Returns required to be filed by or on behalf of 
4Health have been duly filed on a timely basis with the appropriate 
Governmental Entities and such Returns are true, correct and complete.  
Except to the extent that the applicable statute of limitations with respect 
thereto has expired, all Taxes have been duly paid in full or a provision has 
been made in accordance with generally accepted accounting principles for the 
payment of all Taxes for all periods covered by such Returns or with respect 
to any period prior to the Effective Time.  4Health has disclosed on its 
income tax returns all positions taken therein which could give rise to a 
substantial understatement penalty within the meaning of Code Section 6662.  
No waiver or extension of any statute of limitations is in effect with 
respect to Taxes or Returns of 4Health.

          (b)  4Health has complied in all respects with all applicable laws, 
rules and regulations relating to the payment and withholding of Taxes 
(including any estimated Taxes and the withholding of Taxes pursuant to 
Sections 1441 and 1442 of the Code or similar provisions under any foreign 
laws) and have, within the time and the manner prescribed by law, withheld 
from employee wages and paid over all amounts withheld under applicable laws.

                                       31
<PAGE>

          (c)  There is no audit of any of the Returns of 4Health by a 
Governmental Entity in process or threatened and there is no material dispute 
or claim concerning any liabilities for Taxes of 4Health either raised or 
reasonably expected to be raised by any taxing authority.  There are no liens 
on any assets of 4Health with respect to Taxes, other than liens set forth in 
Schedule 4.11 of the 4Health Disclosure Schedule for Taxes that are being 
contested in good faith through appropriate proceedings and for which 
appropriate reserves have been established.

          (d)  4Health has made available to IN complete copies of (i) all 
federal income tax returns of 4Health for all periods open under the statute 
of limitations for assessments and (ii) examination reports, and statements 
of deficiencies assessed against 4Health.

          (e)  No consent under Section 341(f) of the Code has been filed 
with respect to 4Health.

          (f)  4Health has not entered into any compensatory agreements with 
respect to the performance of services under which payment would result in a 
nondeductible expense pursuant to Section 280G of the Code.

          (g)  4Health has not agreed, nor is it required to make, prior to 
the Effective Time, any adjustment under Code Section 481(a) by reason of a 
change in accounting method or otherwise.

          (h)  4Health has not issued or assumed any corporate acquisition 
indebtedness that is subject to Sections 279(a) and (b) of the Code.

          (i)  The amount of liability for unpaid Taxes of 4Health for all 
periods ending on or before the Effective Time will not, in the aggregate, 
materially exceed the amount of the liability accruals for Taxes reflected on 
the balance sheet of 4Health filed in Quarterly Report on Form 10-Q for the 
fiscal quarter ended September 30, 1997 (the "4Health Balance Sheet").

          (j)  The tax returns provided by 4Health to IN contain accurate and 
complete information with respect to the net operating losses, net operating 
loss carryforwards and other tax attributes of 4Health, and the extent to 
which they are subject to any limitation under Code Sections 381, 382, 383 or 
384, or any other provision of the Code or the federal consolidated return 
regulations (or any predecessor provision of any Code section or the 
regulations) and, apart from any such limitations and apart from any 
limitation that would be imposed as a result of the Merger, there is nothing 
that would prevent 4Health from utilizing these net operating losses, net 
operating loss carryforwards or other tax attributes as so limited if 
sufficient income were realized.

                                       32

<PAGE>

           (k) 4Health is not required to treat any of its assets as owned by 
another person for federal income tax purposes or as tax-exempt bond property 
or as tax-exempt use property within the meaning of Section 168 of the Code.

     SECTION 4.12.  TAX MATTERS.  Neither 4Health, nor, to the knowledge of 
4Health, any of 4Health's affiliates has taken or agreed to take any action 
that would prevent the Merger from constituting a tax-free reorganization 
qualifying under the provisions of Section 368(a) of the Code.

     SECTION 4.13.  NSM LISTING.  The 4Health Common Stock is traded in the 
NSM, and, 4Health has not received any current notice from the NSM or the 
NASD that it intends to delist the 4Health Common Stock from the NSM.

     SECTION 4.14.  CERTAIN BUSINESS PRACTICES.  To the best of 4Health's 
knowledge, none of 4Health, or any directors, offices, agents or employees of 
4Health has (i) used any funds for unlawful contributions, gifts, 
entertainment or other unlawful expenses relating to political activity, (ii) 
made any unlawful payment to foreign or domestic government officials or 
employees or to foreign or domestic political parties or campaigns or 
violated any provision of the Foreign Corrupt Practices Act of 1977, as 
amended, or (iii) made any other unlawful payment.

     SECTION 4.15.  ENVIRONMENTAL MATTERS  (a)  Except as disclosed in 
Schedule 4.15 to the 4Health Disclosure Schedule and except for matters that 
would not have or are reasonably not likely to have a 4Health Material 
Adverse Effect, to the best knowledge of 4Health:

               (i)      the properties, operations and activities of 4Health 
are in compliance with all applicable Environmental Laws and there are no 
circumstances which could reasonably be expected to prevent or interfere with 
their continued compliance with applicable Environmental Laws;

               (ii)     4Health and the properties and operations of 4Health 
are not subject to any existing, pending, or, to 4Health's knowledge, 
threatened civil, criminal or administrative action, suit, claim, notice of 
violation, investigation, notice of potential liability, request for 
information, inquiry, demand or proceeding under applicable Environmental 
Laws;

               (iii)    4Health has not agreed, whether by contract or by 
consent agreement with governmental authorities or private persons, to 
undertaken investigation, clean up, or remedial activities;

               (iv)     All notices, permits, licenses, or similar 
authorizations required to be obtained or filed by 4Health under any 
Environmental Law in connection with any aspect of the business of 4Health, 
including without limitation those relating to the treatment, storage, 
disposal or discharge of Hazardous Materials, have been duly obtained or 
filed and will remain

                                       33
<PAGE>

valid and in effect after the Merger, and 4Health is in compliance with the 
terms and conditions of all such notices, permits, licenses and similar 
authorizations;

               (v)      4Health has not received any notice of noncompliance 
with respect to any financial responsibility requirements applicable to its 
operations and imposed by any Governmental Entity under any Environmental 
Laws.

               (vi)     There are no physical or environmental conditions 
existing on any property of 4Health or resulting from 4Health's operations or 
activities, past or present, at any location, including without limitation, 
releases and disposal of Hazardous Materials, that would give rise to any 
on-site or off-site investigation, reporting, or remedial obligations or 
other Environmental Liability;

               (vii)    To the extent required by applicable Environmental 
Laws, all Hazardous Materials generated by 4Health have been transported only 
by persons authorized under applicable Environmental Laws to transport such 
materials, and disposed of only at treatment, storage and disposal facilities 
authorized under applicable Environmental Laws to treat, store or dispose of 
such Hazardous Materials;

               (viii)   There has been no exposure of any person or property 
to Hazardous Materials or any lease of Hazardous Materials into the 
environment by 4Health or in connection with their present or prior 
properties or operations that could reasonably be expected to give rise to 
any Environmental Liability;

               (ix)     No release or clean up of Hazardous Materials has 
occurred at 4Health's properties which could reasonably be expected to in the 
assertion or creation of any lien on the properties by any governmental body 
or agency with respect thereto, nor has any such lien been asserted or made 
by any governmental body or agency with respect thereto; and

               (x)      The operations of each third party operator of any of 
4Health's properties are in compliance with the terms of this Section 4.15.

          (b)  4Health has made available to IN all material internal and 
external environmental audits, studies, documents and correspondence on 
environmental matters in the possession of 4Health relating to any of the 
present or prior properties or operations of 4Health.

     SECTION 4.16.  BROKERS.  Except as set forth in Schedule 4.16 of the 
4Health Disclosure Schedule and the Notes payable to the order of Messrs. 
Charles Paz, Roy Dahlen and Ken Bodger, no broker, finder or investment 
banker is entitled to any brokerage, finder's or other fee or commission in 
connection with the transactions contemplated by this Agreement based upon 
arrangements made by or on behalf of 4Health. Prior to the date of this 
Agreement, 4Health has made available to IN a complete and correct copy of 
all agreements referenced in Schedule 4.16

                                       34
<PAGE>

pursuant to which any such firm will be entitled to any payment related to 
the transactions contemplated by this Agreement.

     SECTION 4.17.  INSURANCE.  Schedule 4.17 to the 4Health Disclosure 
Schedule will set forth a true and complete listing of all material policies 
currently in force, and all other policies under which a claim could be made 
as of the date hereof (I.E., all occurrence-based policies), for fire, 
products and environmental or pollution control liability, general liability, 
vehicle, workers' compensation, directors and officers' liability, title and 
other insurance owned or held by or covering 4Health or any of its property, 
assets, or activities, past or present.  As of the date hereof, all of such 
policies are in full force and effect, and 4Health has not received any 
outstanding notice of cancellation or termination with respect to any policy 
of fire, products or environmental or pollution control liability, general 
liability, vehicle, workers' compensation, directors' and officers' 
liability, title and other insurance owned or held by or covering 4Health or 
any of its property, assets, or activities, past or present.  To the 
knowledge of 4Health, neither the Merger nor any of the transactions 
contemplated hereby shall cause the termination or may form the basis for 
terminating any such insurance policies or insurance coverages presently 
maintained by 4Health.

     SECTION 4.18.  PROPERTIES.  Except for liens arising in the ordinary 
course of business after the date hereof and properties and assets disposed 
of in the ordinary course of business after the date of the 4Health Balance 
Sheet, 4Health has good and marketable title free and clear of all liens, the 
existence of which would have a 4Health Material Adverse Effect, to all their 
material properties and assets, whether tangible or intangible, real, 
personal or mixed, reflected in the 4Health Balance Sheet as being owned by 
4Health as of the date thereof or purported to be owned on the date hereof.  
All buildings, and all fixtures, equipment and other property and assets 
which are material to its business on a consolidated basis, held under leases 
by 4Health are held under valid instruments enforceable by 4Health in 
accordance with their respective terms. Substantially all of 4Health's 
equipment in regular use has been well maintained and is in good and 
serviceable condition, reasonable wear an tear excepted.

     SECTION 4.19.  CERTAIN CONTRACTS AND RESTRICTIONS.  Other than 
agreements, contracts or commitments listed elsewhere in the 4Health 
Disclosure Schedule, Schedule 4.19 to the 4Health Disclosure Schedule lists, 
as of the date hereof, each agreement, contract or commitment (including any 
amendments thereto) to which 4Health is a party or by which 4Health is bound 
(i) involving consideration during the next twelve months in excess of 
$10,000 or (ii) which is otherwise material to the assets, liabilities, 
financial condition, results of operations or current or future business of 
4Health, taken as a whole.  As of the date of this Agreement and except as 
indicated on the 4Health Disclosure Schedule, (i) 4Health has fully complied 
with all material terms and conditions of all agreements, contracts and 
commitments that will be listed in the 4Health Disclosure Schedule and all 
such agreements, contracts and commitments are in full force and effect, (ii) 
4Health has no knowledge of any defaults thereunder or any cancellations or

                                       35
<PAGE>

modifications thereof, and (iii) such agreements, contracts and commitments 
are not subject to any memorandum or other written document or understanding 
permitting cancellation.

     SECTION 4.20.  EASEMENTS.  The business of 4Health has been operated in 
a manner that does not violate the material terms of any easements, rights of 
way, permits, servitude, licenses and similar rights relating to real 
property used by 4Health in its business (collectively, "4Health Easements") 
except for violations that have not resulted and will not result in a 4Health 
Material Adverse Effect.  All material 4Health Easements are valid and 
enforceable and grant the rights purported to be granted thereby and all 
rights necessary thereunder for the current operation of such business.

     SECTION 4.21.  FUTURES TRADING AND FIXED PRICE EXPOSURE.  4Health is not 
presently engaged in any futures or options trading nor is it a party to any 
price, interest rate or currency swaps, hedges, futures or other derivative 
instruments.

     SECTION 4.22.  INFORMATION SUPPLIED.  Without limiting any of the 
representations and warranties contained herein, no representation or 
warranty of 4Health and no statement by 4Health or other information 
contained in or documents referred to in the 4Health Disclosure Schedule, as 
of the date of such representation, warranty, statement or document, contains 
or contained any untrue statement of material fact, or, at the date thereof, 
omits or omitted to state a material fact necessary in order to make the 
statements contained therein, in light of the circumstances under which such 
statements are or were made, not misleading.

     SECTION 4.23.  INTELLECTUAL PROPERTY.  Schedule 4.23 lists all the 
registered patents, trademarks, service marks, copyrights, trade names and 
applications for any of the foregoing owned by 4Health as of the date of this 
Agreement (the "4Health Registered Intellectual Property").  To its 
knowledge, 4Health has good and marketable title to the 4Health Registered 
Intellectual Property and has good and marketable title to, or valid licenses 
or rights to use, all patents, copyrights, trademarks, trade names, brand 
names, proprietary and other technical information, technology and software 
(collectively, "4Health Intellectual Property") which are used in the 
operation of its business as presently conducted, free from any liens and 
free from any requirement of any past, present or future royalty payments, 
license fees, charges or other payments or conditions or restrictions, 
whatsoever, except as set forth on Schedule 4.23.  Except as set forth in 
Schedule 4.23, there are no claims or proceedings pending or, to the 
4Health's knowledge, threatened, against 4Health asserting that 4Health is 
infringing or engaging in the unauthorized use of any 4Health Intellectual 
Property of any other person or entity.  4Health has delivered to 4Health 
true and complete copies of all agreements and arrangements set forth on 
Schedule 4.23.  There are no royalties, license fees, charges or other 
amounts payable by, or on behalf of IN in respect of any 4Health Intellectual 
Property other than as set forth on Schedule 4.23.  

     SECTION 4.24.  POOLING OF INTERESTS.  Neither 4Health, nor any of its 
officers, directors and/or shareholders has taken in the last two years or 
will take prior to the Effective Time any

                                       36
<PAGE>

action which would interfere with the ability of 4Health to account for the
Merger under the "pooling of interests" method of accounting.

     SECTION 4.25.  EXEMPT TRANSACTION.  Assuming the accuracy and 
completeness of IN's and Irwin's representations and warranties hereunder, 
and assuming further that IN and IN stockholders have not taken and will not 
take any action that would render unavailable the exemption from registration 
under the Securities Act provided by Rule 506 of Regulation D and Section 
4(2) thereof and applicable state securities laws, the shares of 4Health 
Common Stock issued as a result of the Merger will be offered and sold 
pursuant to the registration exemption provided by Rule 506 of Regulation D 
and Section 4(2) of the Securities Act as a transaction not involving a 
public offering and the requirements of the applicable state securities laws 
of the State of California and respective rules and regulations thereunder.

     SECTION 4.26   NO VIOLATION OF SECURITIES LAWS.  No injunction, stop 
order, cease and desist order or other judgment, writ, or decree denying, 
revoking or suspending the registration of shares of 4Health Common Stock or 
prohibiting or restricting the offer or sale of shares of 4Health Common 
Stock has been issued and except as disclosed in Schedule 4.09 to the 4Health 
Disclosure Schedule, to the knowledge of 4Health, there are no private or 
governmental suits, actions, investigations or other proceedings pending or 
threatened, seeking such a judgment, order, writ or decree or alleging any 
violation of Federal or state securities laws.

     SECTION 4.27.  NO INVESTIGATION.  No formal or informal investigation or 
examination by the Commission or by the securities administrator of any state 
is pending, or to the knowledge of 4Health, threatened against 4Health, or 
any director, officer or shareholder of 4Health, or any of its subsidiaries.

     SECTION 4.28.  NO CONVICTIONS.  Neither 4Health nor any officer, 
director or shareholder of 4Health or any of its subsidiaries, has been 
convicted of any felony or misdemeanor in connection with the purchase and 
sale of any security or involving the making of any false filing with the 
Commission.

     SECTION 4.29.  NO RESTRAINT.  Neither 4Health nor any subsidiary of 
4Health, nor any officer, director and/or shareholder of 4Health or any 
subsidiary of 4Health, is subject to any order, judgment or decree of any 
court of competent jurisdiction, temporarily or preliminarily restraining or 
enjoining, or subject to any order, judgment or decree of any court of 
competent jurisdiction, permanently restraining or enjoining, such person 
from engaging in or continuing any conduct or practice in connection with the 
purchase and sale of any security or involving the making of any false filing 
with the Commission.

                                       37
<PAGE>

                                     ARTICLE  V

                                     COVENANTS

     SECTION 5.01.  AFFIRMATIVE COVENANTS OF IN.  IN hereby covenants and 
agrees that, at or prior to the Effective Time, unless otherwise expressly 
contemplated by this Agreement or consented to in writing by 4Health, IN will 
and will cause its subsidiaries to:

          (a)  continue to operate its business in all material respect in 
the usual and ordinary course, consistent with prior practice and to use all 
reasonable efforts to preserve substantially intact its business 
organization, maintain its material rights and franchises, retain the 
services of its respective officers and employees and maintain its 
relationships with its material customers and suppliers;
                                                                        
          (b)  maintain and keep its material properties and assets in as 
good repair and conditions as at present, ordinary wear and tear excepted, 
and maintain supplies and inventories of products in quantities consistent 
with its customary business practice;
                                                                         
          (c)  use all reasonable efforts to keep in full force and effect 
insurance and bonds comparable in amount and scope of coverage to that 
currently maintained;

          (d)  furnish to 4Health copies of the IN Financial Statements and 
IN Balance Sheet, certified by IN's independent auditors, and the IN 
Disclosure Schedule no later than 10 days prior to the Closing Date; and

          (e)  take all such steps as are commercially reasonable in order to 
consummate the Merger and all other transactions contemplated hereby, 
including, without limitation, securing all requisite consents thereto.

     SECTION 5.02.  NEGATIVE COVENANTS OF IN.  Except as expressly 
contemplated by this Agreement or otherwise consented to in writing by 
4Health, from the date of this Agreement until the Effective Time, IN will 
not do, and will not permit any of its subsidiaries to do, any of 
the foregoing:

          (a)  (i)      except as set forth on in Schedule 5.02(a) to the IN 
Disclosure Schedule, increase the compensation payable to or to become 
payable to any director or executive officer; (ii) grant any severance or 
termination pay to, or enter into or amend any employment or severance 
agreement with, any director, officer or employee; (iii) establish, adopt or 
enter into any employee benefit plan or arrangement; or (iv) except as may be 
required by applicable law, adopt, amend, or take any other actions with 
respect to, any IN Benefit Plans or any of the plans, programs, agreements, 
policies or other arrangements described in Section 3.10(d) of this Agreement;

                                       38
<PAGE>

          (b)  except as set forth on Schedule 5.02(b) to the IN Disclosure 
Schedule, declare or pay any dividend on, or make any other distribution in 
respect of, outstanding shares of capital stock, except for dividends by a 
direct or indirect wholly owned subsidiary of IN to IN or another wholly 
owned subsidiary of IN;
                                                                          
          (c)  except as contemplated by this Agreement, (i) redeem, purchase 
or otherwise acquire any shares of its or any of its subsidiaries' capital 
stock or any securities or obligations convertible into or exchangeable for 
any shares of its or its subsidiaries' capital stock (other than any such 
acquisitions directly from any wholly owned subsidiary of IN in exchange for 
capital contributions or loans to such subsidiary), or any options, warrants 
or conversion or other rights to acquire any shares of its or its 
subsidiaries' capital stock or any such securities or obligations (except in 
connection with the exercise of outstanding stock options in accordance with 
their terms); (ii) effect any reorganization or recapitalization; or (iii) 
split, combine or reclassify any of its or its subsidiaries' capital stock or 
issue or authorize or propose the issuance of any other securities in respect 
of, in lieu of or in substitution for, shares of its or its subsidiaries' 
capital stock;

          (d)  except as contemplated by this Agreement, (i) issue, deliver, 
award, grant or sell, or authorize or propose the issuance, delivery, award, 
grant or sale (including the grant of any security interests, liens, claims, 
pledges, limitations in voting rights, charges or other encumbrances) of, any 
shares of any class of its or its subsidiaries' capital stock (including 
shares held in treasury), any securities convertible into or exercisable or 
exchangeable for any such shares, or any rights, warrants or options to 
acquire any such shares (except as permitted pursuant to Sections 2.01(a) and 
2.01(b) of this Agreement or for the issuance of shares upon the exercise of 
outstanding stock options or the vesting of restricted stock in accordance 
with the terms of outstanding IN Stock Awards); (ii) amend or otherwise 
modify the terms of any such rights, warrants or options the effect of which 
shall be to make such terms more favorable to the holders thereof; or (iii) 
take any action to accelerate the exercisability of stock options;

          (e)  acquire or agree to acquire, by merging or consolidating with, 
by purchasing any equity interest in or a portion of the assets of, or by any 
other manner, any business or any corporation, partnership, association or 
other business organization or division thereof, or otherwise acquire or 
agree to acquire any assets of any other person (other than the purchase of 
assets from suppliers or vendors in the ordinary course of business and 
consistent with past practice);

          (f)  except as disclosed in Schedule 5.02(f) to the IN Disclosure 
Schedule, sell, lease, exchange, mortgage, pledge, transfer or otherwise 
dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or 
otherwise dispose of, any of its material assets or any material assets of 
any of its subsidiaries, except for the sale of inventory or other 
dispositions in the ordinary course;

                                       39
<PAGE>

          (g)  initiate, solicit or encourage (including by way of furnishing 
information or assistance), or take any other action to facilitate, any 
inquiries or the making of any proposal relating to, or that may reasonably 
be expected to lead to, any Competing Transaction (as defined below), or 
enter into discussions or negotiate with any person or entity in furtherance 
of such inquiries or to obtain a Competing Transaction, or agree to or 
endorse any Competing Transaction, or authorize or permit any of the 
officers, directors or employees of IN or any of its subsidiaries or any 
investment banker, financial advisor, attorney, accountant or other 
representative retained by IN or any of IN's subsidiaries to take any such 
action, and IN shall promptly notify 4Health of all relevant terms of any 
such inquiries and proposals received by IN or any of its subsidiaries or by 
any such officer, director, investment banker, financial advisor, attorney, 
accountant or other representative relating to any of such matters and if 
such inquiry or proposal is in writing, IN shall promptly deliver or cause to 
be delivered to 4Health a copy of such inquiry or proposal.  For  purposes of 
this Agreement, "Competing Transaction" shall mean any of the following 
(other than the transactions contemplated by this Agreement) involving a 
party hereto or any of its subsidiaries: (i) any merger, consolidation, share 
exchange, business combination or similar transaction; (ii) any sale, lease, 
exchange, mortgage, pledge, transfer or other disposition of 20% or more of 
the assets of a party hereto and its subsidiaries, taken as a whole, (iii) 
any tender offer or exchange offer for 20% or more of the outstanding shares 
of capital stock of a party hereto or the filing of a registration statement 
under the Securities Act in connection therewith; (iv) any person (other than 
stockholders as of the date of this Agreement) having acquired beneficial 
ownership of, or any group (as such term is defined under Section 13(d) of 
the Exchange Act and the rules and regulations promulgated thereunder) having 
been formed which beneficially owns or has the right to acquire beneficial 
ownership of, 20% or more of the outstanding shares of capital stock of a 
party hereto; or (v) any public announcement of a proposal, plan or intention 
to do any of the foregoing or any agreement to engage in any of the foregoing.

          (h)  release any third party from its obligations, or grant any 
consent, under any existing standstill provision relating to a Competing 
Transaction or otherwise under any confidentiality or other agreement, or 
fail to enforce any such agreement in all material respects;

          (i)  adopt or propose to adopt any amendments to its articles of 
incorporation or bylaws, which would alter the terms of its capital stock or 
would have an adverse impact on the consummation of the transactions 
contemplated by this Agreement;
                                                                        
          (j)  (A)  change any of its methods of accounting in effect at 
September 30, 1997, or (B) make or rescind any express or deemed election 
relating to Taxes, settle or compromise any claim, action, suit, litigation, 
audit or controversy relating to Taxes (except where the amount of such 
settlements or controversies, individually or in the aggregate, does not 
exceed $10,000), or change any of its methods of reporting income or 
deductions for federal income tax purposes from those employed in the 
preparation of the federal income tax returns for the taxable year ended 
December 31, 1996, except in each case, as may be required by Law or 
generally accepted accounting principles;

                                       40
<PAGE>

          (k)  except as set forth in Schedule 5.02(k) of the IN Disclosure 
Schedule, incur any obligations for borrowed money or purchase money 
indebtedness or guarantee, whether or not evidenced by a note, bond, 
debenture or similar instrument, except in the ordinary course of business 
consistent with past practice and in no event in excess of $10,000 in the 
aggregate;

          (l)  enter into any material arrangement, agreement or contract 
with any third party which provides for an exclusive arrangement with that 
third party or is substantially more restrictive on IN or substantially less 
advantageous to IN than arrangements, agreements or contracts existing on the 
date hereof;

          (m)  adopt a plan of complete or partial liquidation, dissolution, 
merger, consolidation, restructuring, recapitalization or other material 
reorganization of IN or any of its subsidiaries;

          (n)  pay, discharge or satisfy any claims, liabilities or 
obligations (absolute, accrued, asserted or unasserted, contingent or 
otherwise), other than the payment, disc harge or satisfaction of any such 
claims, liabilities or obligations, (x) reflected on, or reserved against in, 
or contemplated by, the IN Balance Sheet (including the notes thereto) of IN 
and its subsidiaries, (y) incurred in the ordinary course of business 
consistent with past practice or (z) which are legally required to be paid, 
discharged or satisfied;

          (o)  knowingly take, or agree to commit to take, any action that 
would make any representation or warranty of IN contained herein inaccurate 
in any respect at, or as of any time prior to, the Effective Time;

          (p)  other than between or among wholly-owned subsidiaries of IN 
which remain wholly-owned or between IN and its wholly-owned subsidiaries 
which remain wholly-owned or except to the extent described in Schedule 
5.02(p) of the IN Disclosure Schedule, neither IN nor any of its subsidiaries 
will engage in any transaction with, or enter into any agreement, 
arrangement, or understanding with, directly or indirectly, any of IN's 
affiliates, including, without limitation, any transactions, agreements, 
arrangements or understanding with any affiliate or other person covered 
under Item 404 of Regulation S-K promulgated under the Securities Act, other 
than pursuant to such agreement, arrangements or understandings existing on 
the date of this Agreement (which are set forth on Section 5.02(p) of the IN 
Disclosure Schedule) or as disclosed in writing to 4Health on the date hereof 
or which are contemplated under this Agreement; provided, that IN provides 
4Health with all information concerning any such agreement, arrangement or 
understanding that 4Health may reasonably request;

          (q)  except as may be set forth in Schedule 5.02(q) to the IN 
Disclosure Schedule, agree to or approve any commitment, including any 
authorization for expenditure or agreement to acquire property, obligating IN 
for an amount in excess of $10,000;

                                       41
<PAGE>

          (r)  engage in any futures or options trading or be a party to any 
price or currency swaps, hedges, futures or derivative instruments; or

          (s)  agree in writing or otherwise to do any of the foregoing.

     SECTION 5.03   AFFIRMATIVE COVENANTS AND CONSENT OF IRWIN.  In lieu of a 
meeting of stockholders, the Merger, this Agreement and the transactions 
contemplated hereby shall be approved upon written consent, without a 
meeting, in accordance with the provisions of California Law, and the 
execution and delivery of this Agreement by Irwin shall constitute his 
written consent to the Merger, this Agreement and the consummation of the 
transactions contemplated hereby for all purposes required by the applicable 
provisions of California Law in order to approve and effectuate the Merger.  
Irwin hereby irrevocably waives any and all rights to assert any dissenters' 
rights granted under the provisions of any Law with respect to the Merger, 
this Agreement or the transactions contemplated hereby.  IN hereby agrees to 
secure similar proxies and written consents from all other IN stockholders, 
if any, and deliver them to 4Health prior to the Effective Time in sufficient 
time to meet all applicable procedural requirements of California Law 
regarding stockholder approval of mergers or other business combinations.
                                                                     
     SECTION 5.04.  AFFIRMATIVE AND NEGATIVE COVENANTS OF 4HEALTH.

          (a)  4Health hereby covenants and agrees that, at or prior to the 
Effective Time, unless otherwise expressly contemplated by this Agreement or 
consented to in writing by IN, 4Health will:

               (i)      continue to operate its business in all material 
respects in the usual and ordinary course, consistent with past practice;

               (ii)     use all reasonable efforts to preserve substantially 
intact its business organization, maintain its material rights and 
franchises, retain the services of its respective officers and 4Health 
employees and maintain its relationships with its material c           
ustomers and suppliers;

               (iii)    maintain and keep its material properties and assets 
in as good repair and condition as at present, ordinary wear and tear 
excepted, and maintain supplies and inventories in quantities consistent with 
its customary business practice; 

               (iv)     use all reasonable efforts to keep in full force and 
effect insurance and bonds comparable in amount and scope of coverage to that 
currently maintained;

               (v)      secure the affirmative votes at a duly convened 
shareholders meeting, from shareholders of 4Health owning in excess of fifty 
percent (50%) of the issued and

                                       42
<PAGE>

outstanding shares of 4Health Common Stock approving the Merger, this 
Agreement and the transactions contemplated hereby; and

               (vi)     take all such steps as are commercially reasonable in 
order to consummate the Merger and all other transactions contemplated 
hereby, including, without limitation, securing all requisite consents 
thereto.

          (b)  Except as expressly contemplated by this Agreement or 
otherwise consented to in writing by 4Health, from the date of this Agreement 
until the Effective Time, 4Health will not do any of the foregoing:

               (i)      except as set forth on in Schedule 5.04(b)(i) to the 
4Health Disclosure Schedule, increase the compensation payable to or to 
become payable to any director or executive officer; 5.(vii) grant any 
severance or termination pay to, or enter into or amend any employment or 
severance agreement with, any director, officer or employee; 5.(viii) 
establish, adopt or enter into any employee benefit plan or arrangement; or 
5.(ix) except as may be required by applicable law, adopt, amend, or take any 
other actions with respect to, any 4Health Benefit Plans or any of the plans, 
programs, agreements, policies or other arrangements described in Section 
4.10(d) of this Agreement;

               (ii)     declare or pay any dividend on, or make any other 
distribution in respect of, outstanding shares of capital stock;

               (iii)    except as contemplated by this Agreement or as 
described in Schedule 4.03(b)(ii) to the 4Health Disclosure Schedule, (i) 
redeem, purchase or otherwise acquire any shares of its capital stock or any 
securities or obligations convertible into or exchangeable for any shares of 
its capital stock, or any options, warrants or conversion or other rights to 
acquire any shares of its or any such securities or obligations (except in 
connection with the exercise of outstanding stock options in accordance with 
their terms); (ii) effect any reorganization or recapitalization; or (iii) 
split, combine or reclassify any of its capital stock or issue or authorize 
or propose the issuance of any other securities in respect of, in lieu of or 
in substitution for, shares of its capital stock;

               (iv)     except as described in Schedule 4.03(b)(i) to the 
4Health Disclosure Schedule or as contemplated by this Agreement, (i) issue, 
deliver, award, grant or sell, or authorize or propose the issuance, 
delivery, award, grant or sale (including the grant of any security 
interests, liens, claims, pledges, limitations in voting rights, charges or 
other encumbrances) of, any shares of any class of its capital stock 
(including shares held in treasury), any securities convertible into or 
exercisable or exchangeable for any such shares, or any rights, warrants or 
options to acquire any such shares (except as permitted pursuant to Sections 
2.01(a) and 2.01(b) of this Agreement or for the issuance of shares upon the 
exercise of outstanding stock options or the vesting of restricted stock in 
accordance with the terms of outstanding 4Health Stock Awards); (ii) amend or 
otherwise modify the terms of any such rights, warrants or options 

                                       43
<PAGE>

the effect of which shall be to make such terms more favorable to the holders 
thereof; or (iii) take any action to accelerate the exercisability of stock 
options;

               (v)      acquire or agree to acquire, by merging or 
consolidating with, by purchasing any equity interest in or a portion of the 
assets of, or by any other manner, any business or any corporation, 
partnership, association or other business organization or division thereof, 
or otherwise acquire or agree to acquire any assets of any other person 
(other than pursuant to this Agreement or for the purchase of assets from 
suppliers or vendors in the ordinary course of business and consistent with 
past practice);

               (vi)     except as discussed in Schedule 5.04(b)(vi) to the 
4Health Disclosure Schedule, sell, lease, exchange, mortgage, pledge, 
transfer or otherwise dispose of, or agree to sell, lease, exchange, 
mortgage, pledge, transfer or otherwise dispose of, any of its material 
assets, except for the sale of inventory or other dispositions in the 
ordinary course; 

               (vii)    initiate, solicit or encourage (including by way of 
furnishing information or assistance), or take any other action to 
facilitate, any inquiries or the making of any proposal relating to, or that 
may reasonably be expected to lead to, any Competing Transaction, or enter 
into discussions or negotiate with any person or entity in furtherance of 
such inquiries or to obtain a Competing Transaction, or agree to or endorse 
any Competing Transaction, or authorize or permit any of the officers, 
directors or employees of 4Health or any investment banker, financial 
advisor, attorney, accountant or other representative retained by 4Health to 
take any such action, and 4Health shall promptly notify IN of all relevant 
terms of any such inquiries and proposals received by 4Health or any of its 
subsidiaries or by any such officer, director, investment banker, financial 
advisor, attorney, accountant or other representative relating to any of such 
matters and if such inquiry or proposal is in writing, 4Health shall promptly 
deliver or cause to be delivered to IN a copy of such inquiry or proposal;

               (viii)   release any third party from its obligations, or 
grant any consent, under any existing standstill provision relating to a 
Competing Transaction or otherwise under any confidentiality or other 
agreement, or fail to enforce any such agreement in all material respects;

               (ix)     adopt or propose to adopt any amendments to its 
articles of incorporation or bylaws, which would alter the terms of its 
capital stock or would have an adverse impact on the consummation of the 
transactions contemplated by this Agreement;

               (x)  (A)  change any of its methods of accounting in effect at 
September 30, 1997, or (B) make or rescind any express or deemed election 
relating to Taxes, settle or compromise any claim, action, suit, litigation, 
audit or controversy relating to Taxes (except where the amount of such 
settlements or controversies, individually or in the aggregate, does not 
exceed $10,000), or change any of its methods of reporting income or 
deductions for federal income tax purposes from those employed in the 
preparation of the federal income tax returns for

                                       44
<PAGE>

the taxable year ended December 31, 1996, except in each case, as may be 
required by Law or generally accepted accounting principles;

               (xi)     except as set forth in Schedule 5.04(b)(xi) of the 
4Health Disclosure Schedule, incur any obligations for borrowed money or 
purchase money indebtedness or guarantee, whether or not evidenced by a note, 
bond, debenture or similar instrument, except in the ordinary course of 
business consistent with past practice and in no event in excess of $10,000 
in the aggregate;

               (xii)    enter into any material arrangement, agreement or 
contract with any third party which provides for an exclusive arrangement 
with that third party or is substantially more restrictive on 4Health or 
substantially less advantageous to 4Health than arrangements, agreements or 
contracts existing on the date hereof;

               (xiii)   adopt a plan of complete or partial liquidation, 
dissolution, merger, consolidation, restructuring, recapitalization or other 
material reorganization of 4Health;

               (xiv)    pay, discharge or satisfy any claims, liabilities or 
obligations (absolute, accrued, asserted or unasserted, contingent or 
otherwise), other than the payment, discharge or satisfaction of any such 
claims, liabilities or obligations, (x) reflected on, or reserved against in, 
or contemplated by, the 4Health Balance Sheet (including the notes thereto) 
(y) incurred in the ordinary course of business consistent with past practice 
or (z) which are legally required to be paid, discharged or satisfied;

               (xv)     knowingly take, or agree to commit to take, any action 
that would make any representation or warranty of 4Health contained herein 
inaccurate in any respect at, or as of any time prior to, the Effective Time;

               (xvi)    except to the extent described in Schedule 
5.04(b)(xvi) of the 4Health Disclosure Schedule, 4Health  will not engage in 
any transaction with, or enter into any agreement, arrangement, or 
understanding with, directly or indirectly, any of 4Health's affiliates, 
including, without limitation, any transactions, agreements, arrangements or 
understanding with any affiliate or other person covered under Item 404 of 
Regulation S-K promulgated under the Securities Act, other than pursuant to 
such agreement, arrangements or understandings existing on the date of this 
Agreement (which are set forth on Schedule 5.03(b)(xvi) of the 4Health 
Disclosure Schedule) or as disclosed in writing to IN on the date hereof or 
which are contemplated under this Agreement; provided, that 4Health provides 
IN with all information concerning any such agreement, arrangement or 
understanding that IN may reasonably request;

               (xvii)   except as may be set forth in Schedule 5.04 
(b)(xvii) to the 4Health Disclosure Schedule, agree to or approve any 
commitment, including any authorization

                                       45
<PAGE>

fee, expenditure or agreement to acquire property, obligating 4Health for an 
amount in excess of $10,000;

               (xviii)  engage in any futures or options trading or be a 
party to any price or currency swaps, hedges, futures or derivative 
instruments; or

               (xix)    agree in writing or otherwise to do any of the 
foregoing.

     SECTION 5.05.  ACCESS AND INFORMATION.

          (a)  IN shall, and shall cause its subsidiaries to, (i) afford 
4Health and its officers, directors, employees, accountants, consultants, 
legal counsel, agents and other representatives (collectively, the "4Health 
Representatives") reasonable access at reasonable times, upon reasonable 
prior notice, to the officers, employees, agents, properties, offices and 
other facilities of IN and its subsidiaries and to the books and records 
thereof and (ii) furnish promptly to 4Health and the 4Health Representatives 
such information concerning the business, pro perties, contracts, records and 
personnel of IN and its subsidiaries (including, without limitation, 
financial, operating and other data and information) as may be reasonably 
requested, from time to time, by 4Health or such Representatives.

          (b)  4Health shall (i) afford to IN and its officers, directors, 
employees, accountants, consultants, legal counsel, agents and other 
representatives (collectively, the "IN Representatives") reasonable access at 
reasonable times, upon reasonable prior notice, to the officers, employees, 
accountants, agents, properties, offices and other facilities of 4Health and 
to its books and records and (ii) furnish promptly to IN and IN 
Representatives such information concerning the business, properties, 
contracts, records and personnel of 4Health (including, without limitation, 
financial, operating and other data and information) as may be reasonably 
requested, from time to time, by IN or such Representatives.

          (c)  Notwithstanding the foregoing provisions of this Section 5.05, 
neither party shall be required to grant access or furnish information to the 
other party to the extent that such access to or the furnishing of such 
information is prohibited by Law.  No investigation by the parties hereto 
made heretofore or hereafter shall affect the representations and warranties 
of the parties which are herein contained and each such representation and 
warranty shall survive such investigation.

          (d)  The information received pursuant to Section 5.05(a) and (b) 
shall be deemed to be "Proprietary Information" for purposes of those certain 
Letter Agreements dated October 16, 1997 and December 5, 1997, between IN and 
4Health (collectively, the "Letter Agreements"), the provisions of which 
shall survive the execution, delivery and termination of this Agreement.

                                       46
<PAGE>

                                 ARTICLE VI

                               ADDITIONAL AGREEMENTS

     SECTION 6.01.  STOCKHOLDER APPROVALS.

          (a)  IN and 4Health each shall, promptly after the date hereof, 
take all actions necessary in accordance with California and Utah Laws, 
respectively, and their respective articles of incorporation and bylaws to 
convene a special meeting of stockholders or, in IN's case, to solicit 
written consents of stockholders, to act on this Agreement.  IN and 4Health 
shall solicit from stockholders of IN and 4Health, respectively, proxies or, 
in IN's case written consents, in favor of the approval  and adoption of this 
Agreement and to secure the vote of stockholders required by California and 
Utah Laws and their respective articles of incorporation and bylaws to 
approve and adopt this Agreement, the Merger and the consummation of the 
transactions contemplated hereby.

          (b)  4Health shall, promptly after the date hereof, prepare a proxy 
statement and proxy (the "Proxy Materials") and file them with the Commission 
and comply with the requirements of Regulation 14A under the Exchange Act.  
IN will cooperate with 4Health in connection with the preparation of the 
Proxy Materials and will furnish 4Health for insertion in the Proxy Materials 
all such information regarding IN and its subsidiaries and their respective 
businesses and financial condition as is required to be contained in the 
Proxy Materials under the provisions of Regulation 14A and the rules 
promulgated thereunder.  Promptly upon clearance of the Proxy Materials by 
the Staff of the Commission, 4Health shall mail or cause to be mailed to 
4Health's stockholders, the Proxy Materials, including a notice of special 
meeting of stockholders, and take all actions necessary in accordance with 
Utah Law and its articles of incorporation and bylaws to convene a special 
meeting of 4Health's stockholders to act on this Agreement and the 
transactions contemplated hereby.

     SECTION 6.02.  REGISTRATION STATEMENT; INFORMATION.

          (a)  As promptly as practicable after the receipt of a written 
demand from Irwin (provided he continues to hold beneficially at least 10% of 
the issued and outstanding shares of Common Stock and such shares are not 
freely transferable under Rule 144 without any discount in price due to the 
volume or other limitations imposed by such Rule), 4Health shall prepare and 
file with the Commission a registration statement on Form S-1, S-2 or S-3 
(the "Registration Statement") registering the shares of 4Health Common Stock 
issued in connection with the Merger.  4Health shall use its best efforts to 
cause such Registration Statement to be declared effective by the Commission 
as promptly as practicable and shall furnish each holder of 4Health Common 
Stock whose shares are being registered (a "Selling Stockholder") with a 
reasonable number of copies of the prospectus included in such Registration 
Statement for use in connection with any sales of its Stock as soon as 
practicable after such Registration Statement is declared effective by the 
Commission.  4Health agrees to bear all of the costs associated with the

                                       47
<PAGE>

preparation and filing of such Registration Statement, including all filing 
fees, legal, accounting and printing costs but shall not be required to pay 
the legal or accounting costs or underwriting fees and expenses, if any, 
incurred by any Selling Stockholder.  If such Registration Statement is on 
Form S-1 or S-2, 4Health shall prepare and file with the Commission all 
Post-Effective Amendments necessary to keep such Registration Statement 
current for the period ending on the earlier of (i) the sale of all the 
shares of 4Health Common Stock included in such Registration Statement or 
(ii) the second anniversary of the Effective Time.  The inclusion of any such 
shares of 4Health Common Stock in such Registration Statement shall be 
contingent upon the receipt from the Selling Stockholder all such information 
required to be disclosed in a registration statement under the Securities Act 
by selling stockholders pursuant to applicable rules and regulations 
promulgated by the Commission.  In the event that such shares of 4Health 
Common Stock are to be included in an underwritten offering by 4Health, the 
amount of shares that may be included in such offering shall be subject to a 
pro rata reduction if, in the opinion of the managing underwriter, such 
reduction is advisable in order to permit an orderly distribution, but not 
below 25% of the total number of shares comprising such underwritten 
offering.  Irwin shall be entitled to make no more than three such demands 
for registration, provided that all of the shares sought to be registered 
under the first such demand were not sold as provided in such Registration 
Statement within the time provided therefor. At Irwin's election any 
Prospectus to be included in any such Registration Statement shall contain 
the disclosure set forth in Schedule 6.02(a) attached hereto. 

          (b)  4Health hereby represents and warrants to IN and Irwin that 
the information contained in the Registration Statement, the Proxy Materials 
(other than information to be furnished by IN or the Selling Stockholders) 
shall not, at the time the Registration Statement is declared effective by 
the Commission and the Proxy Materials are mailed to 4Health stockholders 
contain any untrue statement of a material fact or omit to state any material 
fact required to be stated therein or necessary in order to make the 
statements therein, in light of the circumstances under which they were made, 
not misleading.  All documents that 4Health is responsible for filing with 
the Commission in connection with the transactions contemplated herein shall 
comply as to form in all material respects with the applicable requirements 
of the Securities Act and the rules and regulations thereunder and the 
Exchange Act and the rules and regulations thereunder.
                                                                        
          (c)  IN and Irwin jointly and severally represent and warrant to 
4Health that the information to be supplied by IN and Irwin for inclusion in 
the definitive Proxy Materials, at the time the Proxy Materials are mailed to 
4Health stockholders and by Irwin for inclusion in the Registration 
Statement, shall not contain any untrue statement of a material fact or omit 
to state any material fact required to be stated therein or necessary in 
order to make the statements therein, in light of the circumstances under 
which they were made, not misleading.

          (d)  4Health agrees to indemnify and hold harmless, to the full 
extent permitted by law, IN, its officers, directors, stockholders 
(including, without limitation, Irwin), employees, agents, attorneys, 
investment advisers and underwriters, and each Person who controls IN within

                                       48
<PAGE>

the meaning of either Section 15 of the Securities Act or Section 20 of the 
Exchange Act, or is under common control with, or is controlled by, IN, 
together with the partners, officers, directors, stockholders, employees and 
agents of such controlling Person (collectively, the "Indemnified Persons"), 
from and against all losses, claims, damages, liabilities and expenses 
(including without limitation any legal or other fees and expenses incurred 
by an Indemnified Person in connection with defending or investigating any 
action or claim in respect thereof) (collectively, the "Damages") to which an 
Indemnified Person may become subject under the Securities Act, the Exchange 
Act or otherwise, insofar as such Damages (or proceedings in respect thereof) 
arise out of or are based upon any untrue or alleged untrue statement of 
material fact contained in any Registration Statement (or any amendment 
thereto) including, without limitation, any Prospectus or Supplement thereto 
contained therein, pursuant to which any 4Health Common Stock issued in the 
Merger was registered under the Securities Act, or in any Proxy Materials 
furnished to 4Health stockholders in connection herewith and any supplements 
or amendments thereto, including all documents incorporated therein by 
reference, or caused by any omission or alleged omission to state therein a 
material fact necessary to make the statements therein in light of the 
circumstances under which they were made not misleading, except insofar as 
such Damages arise out of or are based upon any such untrue statement or 
omission based upon information furnished in writing to 4Health by the 
Indemnified Person expressly for use therein; PROVIDED, HOWEVER, that 4Health 
shall not be liable to the Indemnified Person under this Section 6.02(d) to 
the extent that any such Damages were caused by the fact that the Indemnified 
Person sold 4Health Common Stock to a person as to whom it shall be 
established that there was not sent or given, at or prior to the written 
confirmation of such sale, a copy of the Prospectus as then amended or 
supplemented if, and only if, 4Health has previously furnished copies of such 
amended or supplemented Prospectus to such Indemnified Person.

          (e)  IN and Irwin, jointly and severally, agree to indemnify and 
hold harmless 4Health, its directors, officers, stockholders, agents, 
attorneys and investment advisers and each person, if any, who controls 
4Health within the meaning of either Section 15 of the Securities Act or 
Section 20 of the Exchange Act to the same extent as the foregoing indemnity 
from 4Health to the Indemnified Persons, but only with reference to 
information relating to the Indemnified Persons furnished to 4Health in 
writing by any Indemnified Person expressly for use in any Registration 
Statement, Prospectus or Proxy Materials (or any amendment or supplement 
thereto); PROVIDED, HOWEVER, that the Indemnified Persons shall not be 
obligated to provide such indemnity to the extent that such Damages result 
from the failure of 4Health to promptly amend or take action to correct or 
supplement any such Registration Statement, Prospectus, or Proxy Materials on 
the basis of corrected or supplemental information provided in writing by the 
Indemnified Person to 4Health expressly for such purpose.

          (f)  In case any proceeding (including any governmental 
investigation) shall be instituted involving any person in respect of which 
indemnity may be sought pursuant to either paragraph (d) or (e) above, such 
person (the "indemnified party") shall promptly notify the person against 
whom such indemnity may be sought (the " indemnifying party") in writing and 
the
                                       49
<PAGE>

indemnifying party, upon request of the indemnified party, shall retain 
counsel reasonably satisfactory to the indemnified party to represent the 
indemnified party and any others the indemnifying party may designate in such 
proceedings and shall pay the fees and disbursements of such counsel relating 
to such proceeding.  In any such proceeding, any indemnified party shall have 
the right to retain its own counsel, but the fees and expenses of such 
counsel shall be at the expense of such indemnified party unless (i) the 
indemnifying party and the indemnified party shall have mutually agreed to 
the retention of such counsel, or (ii) the indemnifying party fails promptly 
to assume the defense of such proceeding or  fails to employ counsel 
reasonably satisfactory to such indemnified party or parties, or (iii) (A) 
the named parties to any such proceeding (including any impleaded parties) 
include both such indemnified party or parties and any indemnifying party or 
an affiliate of such indemnified party or parties or of any indemnifying 
party, (B) there may be one or more defenses available to such indemnified 
party or parties or such affiliate of such indemnified party or parties that 
are different from or additional to those available to any indemnifying party 
or such affiliate of any indemnifying party and (C) such indemnified party or 
parties shall have been advised by such counsel that there may exist a 
conflict of interest between or among such indemnified party or parties or 
such Affiliate of such indemnified party or parties and any indemnifying 
party or such affiliate of any indemnifying party, in which case, if such 
indemnified party or parties notifies the indemnifying party or parties in 
writing that it elects to employ separate counsel of its choice at the 
expense of the indemnifying parties, the indemnifying parties shall not have 
the right to assume the defense thereof and such counsel shall be at the 
expense of the indemnifying parties, it being understood, however, that 
unless there exists a conflict among indemnified parties, the indemnifying 
parties shall not, in connection with any one such proceeding or separate but 
substantially similar or related proceedings in the same jurisdiction, 
arising out of the same general allegations or circumstances, be liable for 
the fees and expenses of more than one separate firm of attorneys (together 
with appropriate local counsel) at any time for such indemnified party or 
parties.  The indemnifying party shall not be liable for any settlement of 
any proceeding effected without its written consent but, if settled with such 
consent or if there be a final judgment for the plaintiff, the indemnifying 
party agrees to indemnify the indemnified party or parties from and against 
any loss or liability by reason of such settlement or judgment.  No 
indemnifying party shall, without the prior written consent of the 
indemnified party, effect any settlement of any pending or threatened 
proceeding in respect of which such indemnified party is a party, and 
indemnity could have been sought hereunder by such indemnified party, unless 
such settlement includes an unconditional release of such indemnified party 
from all liability on claims that are the subject matter of such proceeding.

     SECTION 6.03   APPROPRIATE ACTION; CONSENTS; FILINGS; INDEMNIFICATION.

          (a)  IN and 4Health shall each use, and IN shall cause each of its 
subsidiaries to use, all reasonable efforts to (i) take, or cause to be 
taken, all appropriate action, and do, or cause to be done, all things 
necessary, proper or advisable under applicable Law or otherwise to 
consummate and make effective the transactions contemplated by this 
Agreement, (ii) obtain from any Governmental Entities any consents, licenses, 
permits, waivers, approvals, authorizations or

                                       50
<PAGE>

orders requir ed to be obtained or made by 4Health or IN or any of its 
subsidiaries in connection with the authorization, execution and delivery of 
this Agreement and the consummation of the transactions contemplated hereby, 
including, without limitation, the Merger, (iii) make all necessary filings, 
and thereafter make any other required submissions, with respect to this 
Agreement and the Merger required under (A) the Securities Act and the 
Exchange Act and the rules and regulations thereunder, and any other 
applicable federal or state securities laws, and (B) any other applicable 
Law; provided that 4Health and IN shall cooperate with each other in 
connection with the making of all such filings, including providing copies of 
all such documents to the nonfiling party and its advisors prior to such 
filings and, if requested, shall accept all reasonable additions, deletions 
or changes suggested in connection therewith. IN and 4Health shall furnish 
all information required for any application or other filing to be made 
pursuant to the rules and regulations of any applicable Law (including, 
without limitation, all information required to be included in the 
Registration Statement and the Proxy Materials) in connection with the 
transactions contemplated by this Agreement.

          (b)  4Health and IN agree to cooperate with respect to, and shall  
cause each of their respective subsidiaries to cooperate with respect to, and 
agree to use all reasonable efforts vigorously to contest and resist, any 
action, including legislative, administrative or judicial action, and to have 
vacated, lifted, reversed or overturned any decree, judgment, injunction or 
other order (whether temporary, preliminary or permanent) (an "Order") of any 
Governmental Entity that is in effect and that restricts, prevents or 
prohibits the consummation of the Merger or any other transactions 
contemplated by this Agreement, including, without limit  ation, by 
vigorously pursuing all available avenues of administrative and  judicial 
appeal and all available legislative action.  Each of 4Health and IN also 
agree to take any and all actions, including, without limitation, the 
disposition of assets or the withdrawal from doing business in particular 
jurisdictions, required by regulatory authorities as a condition to the 
granting of any approvals required in order to permit the consummation of the 
Merger or as may be required to avoid, lift, vacate or reverse any 
legislative or judicial action which would otherwise cause any condition to 
Closing not to be satisfied; provided, however, that in no event shall 
4Health be required to take any action that would or could reasonably be 
expected to have a 4Health Material Adverse Effect, and IN shall not be 
required to take any action which would or could reasonably be expected to 
have an IN Material Adverse Effect.

          (c)  (i)       Each of IN and 4Health shall give (or IN shall cause 
its subsidiaries to give) any notices to third parties, and use, and cause 
their respective subsidiaries to use, all reasonable efforts to obtain any 
third party consents (A) necessary, proper or advisable to consummate the 
transactions contemplated by this Agreement, (B) otherwise required under any 
contracts, licenses, leases or other agreements in connection with the 
consummation of the transactions contemplated hereby or (C) required to 
prevent an IN Material Adverse Effect from occurring prior to the Effective 
Time or a 4Health Material Adverse Effect from occurring after the Effective 
Time.
                                       51
<PAGE>

               (ii)  In the event that any party shall fail to obtain any 
third party consent described in subsection (c)(i) above, such party shall 
use all reasonable efforts, and shall take any such actions reasonably 
requested by the other party, to limit the adverse effect upon 4Health and IN 
and its subsidiaries, and their respective businesses resulting or which 
could reasonably be expected to result after the Effective Time, from the 
failure to obtain such consent.

          (d)  Each of 4Health and IN shall promptly notify the other of (w) 
any material change in its current or future business, assets, liabilities, 
financial condition or results of operations, (x) any complaints, 
investigations or hearings (or communications indicating that the same may be 
contemplated) of any Governmental Entities with respect to its business or 
the transactions contemplated hereby, (y) the institution or the threat of 
material litigation involving it or any of its subsidiaries or (z) any event 
or condition that might reasonably be expected to cause any of its 
representations, warranties, covenants or agreements set forth herein not to 
be true and correct at the Effective Time.  As used in the preceding 
sentence, "material litigation" means any case, arbitration or adversary 
proceeding or other matter which would have been required to be disclosed on 
the IN Disclosure Schedule pursuant to Section 3.09 or the 4Health Disclosure 
Schedule pursuant to Section 4.09, as the case may be, if in existence on the 
date hereof, or in respect of which the legal fees and other costs (i) to IN 
(or its subsidiaries) might reasonably be expected to exceed $10,000 over the 
life of the matter or (ii) to 4Health (or its subsidiaries) might reasonably 
be expected to exceed $10,000 over the life of the matter.

          (e)  (i)       In the event of any threatened, pending or completed 
claim, action, suit, investigation or any legal, administrative or other 
proceeding ("proceeding") by any governmental entity or other person which 
questions the validity or legality of the transactions contemplated by this 
Agreement or seeks to enjoin, restrain or prohibit such transactions, or 
seeks damages in connection therewith, whether before or after the Effective 
Time of the Merger, 4Health and IN agree, to the fullest extent permissible 
by law, to vigorously defend and respond thereto.

               (ii)      4Health as the Surviving Corporation agrees (1) not 
to change for seven (7) years from the Effective Time, the provisions of its 
articles of incorporation and bylaws or applicable indemnification agreements 
in effect on the Effective Time in each case relating to indemnification of 
each existing officer and director (and their respective successors) of 
4Health and the Surviving Corporation  (together, with any successor by 
operation of law, referred to in this Section as, individually, an 
"Indemnified Party" and collectively, "Indemnified Parties") in a manner 
which adversely affects the rights of such Indemnified Party to 
indemnification thereunder, and (ii) to perform its obligations thereunder, 
or exercise any discretionary authority thereunder, to the fullest extent 
permissible by law to provide such Indemnified Party with all rights to 
indemnification available thereunder. Notwithstanding the foregoing, nothing 
in this Agreement shall constitute a waiver of, or otherwise operate to 
adversely affect, the existing rights of the Indemnified Parties under the 
articles or bylaws of 4Health or IN in effect on the date hereof and the 
indemnification agreements relating to the indemnification of any Indemnified 
Party.
                                       52
<PAGE>

               (iii)     4Health agrees that, for seven (7) years after the 
Effective Time, 4Health shall maintain officers' and directors' liability 
insurance policies indemnifying and holding harmless the Indemnified Parties 
with respect to any actions or omissions occurring prior to the Effective 
Time, providing at least $10,000,000 insurance coverage on terms no less 
advantageous to the Indemnified Parties than 4Health's existing policy; 
provided that in the event any claim is asserted or made within such seven 
year period, coverage under such insurance shall be continued in respect 
thereof until final disposition of such claim.

               (iv)      In the event the foregoing indemnities or insurance 
policies referred to in clauses (ii) and (iii) above become unavailable or 
unenforceable for any reason, 4Health agrees to indemnify and hold harmless 
the Indemnified Parties to the same extent as if such indemnities and 
insurance were available and in full force and effect.
                                                                 
               (v)       The provisions of this Section 6.03(e) shall survive 
the consummation of the transactions contemplated hereby.

     SECTION 6.04.  TAX AND ACCOUNTING TREATMENT.  Each party hereto shall 
use all reasonable efforts to cause the Merger to qualify, and shall not 
take, and shall use all reasonable efforts to prevent any affiliate of such 
party from taking, any actions that could prevent the Merger from qualifying, 
as a reorganization under the provisions of section 368(a) of the Code or 
from qualifying for the "pooling of interests" method of accounting as 
provided in APB 16.

     SECTION 6.05.  PUBLIC ANNOUNCEMENTS.  Neither party shall issue any 
press release or otherwise make any public statements with respect to the 
Merger without the approval of the other.

     SECTION 6.06.  NSM LISTING.  Each party hereto shall use all reasonable 
efforts to cause the shares of 4Health Common Stock to be issued in the 
Merger to be approved for listing (subject to official notice of issuance) on 
the NSM or other national sec urities exchange prior to the Effective Time.

     SECTION 6.07.  STOCK RESALE AGREEMENT. IN agrees to deliver, on or prior 
to the Effective Time, the agreement, in substantially the form of Exhibit C 
attached hereto, of Margarethe Irwin not to effect any sales of the 4Health 
Common Stock except in compliance with Rule 144 and upon her shares becoming 
registered under the Securities Act not in excess of the volume limitations 
specified in Rule 145(d) promulgated under the Securities Act.  Thereafter, 
affiliates of the IN will continue to be subject to the requirements of Rule 
145 and Rule 144 as provided therein.                                        

                                       53
<PAGE>

     SECTION 6.08.  NO INTERFERENCE.  Pending the Closing, neither party 
shall take any action which would unreasonably be expected to interfere with 
the business or operations of the other.

     SECTION 6.09.  FORM D FILING.  At or immediately after the Closing, 
4Health shall file with the Commission an appropriately completed, dated and 
executed Form D reflecting the issuance of the Merger Consideration.

                                    ARTICLE VII

                                 CLOSING CONDITIONS

     SECTION 7.01.  CONDITIONS TO OBLIGATIONS OF EACH PARTY UNDER THIS 
AGREEMENT.  The respective obligations of each party to effect the Merger and 
the other transactions contemplated hereby shall be subject to the 
satisfaction at or prior to the Closing Date of the following conditions, any 
or all of which may be waived in writing by the parties hereto, in whole or 
in part, to the extent permitted by applicable Law:

          (a)  NO ORDER.  No Governmental Entity or federal or state court of 
competent jurisdiction shall have enacted, issued, promulgated, enforced or 
entered any statute, rule, regulation, executive order, decree, injunction or 
other order (whether temporary, preliminary or permanent) which is in effect 
and which has the effect of making the Merger illegal or otherwise 
prohibiting consummation of the Merger.
                                                                        
          (b)  SECURITIES LAWS.  The Proxy Materials shall have been cleared 
by the Staff of the Commission for mailing to 4Health stockholders.

          (c)  STOCKHOLDER APPROVAL.  The Merger, this Agreement and the 
consummation of the transactions contemplated hereby shall have been approved 
and adopted upon written consent or by the requisite vote of the stockholders 
of IN and 4Health, respectively.

          (d)  GOVERNMENTAL APPROVALS.  All approvals, waivers and/or 
consents required to be issued by any Governmental Entity or otherwise 
respecting the Merger, this Agreement and the consummations of the 
transactions contemplated hereby shall have been timely obtained.

          (e)  PROMISSORY NOTES.  4Health shall have executed and delivered 
three substantially identical promissory notes each in the principal amount 
of $210,000 and each substantially in the form of Exhibit D hereto payable to 
the respective or  der of Messrs. Charles Paz, Roy Dahlen and Ken Bodger.

                                       54
<PAGE>

          (f)  INDEMNITY AGREEMENTS.  The officers and directors of 4Health 
who shall be in office immediately after the Closing shall each receive an 
Indemnity Agreement executed and  delivered by 4Health and dated the Closing 
Date, each in substantially the form of Exhibit E.

     SECTION 7.02.  ADDITIONAL CONDITIONS TO OBLIGATIONS OF 4HEALTH.  The 
obligations of 4Health to effect the Merger and the other transactions 
contemplated hereby are also subject to the satisfaction at or prior to the 
Closing Date of the following conditions, any or all of which may be waived 
in writing by 4Health, in whole or in part, to the extent permitted by 
applicable law:

          (a)  REPRESENTATIONS AND WARRANTIES.  Each of the representations 
and warranties of IN and Irwin contained in this Agreement shall be true and 
correct as of the Closing Date as though made on and as of the Closing Date 
(except to the extent such representations and warranties specifically relate 
to an earlier date, in which case such representations and warranties shall 
be true and correct as of such earlier date).  4Health shall have received a 
certificate of the President and the Chief Financial Officer of IN and Irwin, 
dated the Closing Date, to such effect.
                                                                          
          (b)  AGREEMENTS AND COVENANTS.  IN and Irwin shall have performed 
or complied with all agreements and covenants required by this Agreement to 
be performed or complied with by it on or prior to the Closing Date, 
including, without limitation, the receipt of the approval and adoption by 
the requisite vote of the IN stockholders of the Merger, this Agreement and 
the consummation of the transactions contemplated thereby.  4Health shall 
have received a certificate of the President and the Chief Financial Officer 
of IN and Irwin, dated the Closing Date, to such                          
effect.

          (c)  MATERIAL ADVERSE CHANGE.  Since the date of this Agreement, 
there shall have been no change, occurrence or circumstance in the current or 
future business, assets, liabilities, financial condition or results of 
operations of IN or any of its subsidiaries having or reasonably likely to 
have, individually or in the aggregate, an IN Material Adverse Effect.  
4Health shall have received a certificate of the President and the Chief 
Financial Officer of IN, dated the Closing Date, to such effect.
                                          
          (d)  ABSENCE OF REGULATORY CONDITIONS.  There shall not be any 
action taken, or any statute, rule, regulation or order enacted, entered, 
enforced or deemed applicable to the Merger, by any Governmental Entity in 
connection with the grant of a regulatory approval necessary, in the 
reasonable business judgment of 4Health, to the continuing operation of the 
current or future business of IN, which imposes any condition or restriction 
upon 4Health or the business or operations of IN which, in the reasonable 
business judgment of 4Health, would be materially burdensome in the context 
of the transactions contemplated by this Agreement.
                                                                        
          (e)  IN COUNSEL'S OPINION.  4Health shall have received from Gay L. 
Harwin, Esq., counsel to IN, a favorable opinion dated the Closing Date in 
form and substance reasonably satisfactory to 4Health and its counsel.

                                       55
<PAGE>

          (f)  WITHHOLDING.  IN must not have determined to withhold any 
amount from the Merger Consideration pursuant to the tax withholding 
provisions of section 3406 of the Code, or of Subchapter A of Chapter 3 of 
the Code, or of any other provision of law.

          (g)  COMFORT LETTER.  4Health shall have received a letter from 
Arthur Anderson LLP, dated as of a date within five days of the Closing Date 
and in a form reasonably satisfactory to 4Health, stating that they are 
independent public accountants, within the meaning of the Securities Act and 
the rules and regulations thereunder and that on the basis of a reading of 
the financial statements prepared by IN and inquiries of officers of IN 
responsible for financial and accounting matters and such other procedures 
and inquiries as may be specified in such letter, nothing has come to their 
attention which gives them reason to believe that (i) the  financial 
statements furnished to 4Health in connection herewith were not prepared in 
accordance with generally accepted accounting principles and practices 
applied on a consistent basis, (ii) during the period from September 30, 1997 
to a specified date not more than five days prior to the Closing Date, there 
was any change in the capital stock or increase in the indebtedness for 
borrowed money of IN, and (iii) the Merger should not qualify for the 
"pooling of interests" method of accounting as provided in APB 16. 
                                                                           
          (h)  DISSENTERS' RIGHTS.  No dissenters' rights have been asserted 
by any IN stockholders.

          (i)  IN FINANCIAL STATEMENTS AND BALANCE SHEET.  IN shall have 
furnished 4Health with the IN Financial Statements and IN Balance Sheet, each 
certified by IN's independent auditors, and the IN Disclosure Schedule at 
least 10 days prior to the Closing Date which shall be reasonably 
satisfactory in form and substance to 4Health.
                                                                         
          (j)  EMPLOYMENT AGREEMENT.  4Health shall have executed and 
delivered to R. Lindsey Duncan at the Closing an Employment Agreement, dated 
the Closing Date, in substantially the form of Exhibit F.

          (k)  NSM LISTING.  The shares of Common Stock issued in the Merger 
shall have been listed for trading on the NSM.

     SECTION 7.03.  ADDITIONAL CONDITIONS TO OBLIGATIONS OF IN. The 
obligations of IN to effect the Merger and the other transactions 
contemplated hereby are also subject to the satisfaction at or prior to the 
Closing Date of the following conditions, any or all of which may be waived 
in writing by IN, in whole or in part, to the extent permitted by applicable 
law:

          (a)  REPRESENTATIONS AND WARRANTIES.  Each of the representations 
and warranties of 4Health contained in this Agreement shall be true and 
correct as of the Closing Date as though made on and as of the Closing Date 
(except to the extent such representations and warranties specifically relate 
to an earlier date, in which case such representations and warranties

                                       56
<PAGE>

shall be true and correct as of such earlier date).  IN shall have received a 
certificate of the President and the Chief Financial Officer of 4Health, 
dated the Closing Date, to such effect.

          (b)  AGREEMENTS AND COVENANTS.  4Health shall have performed or 
complied with all agreements and covenants required by this Agreement to be 
performed or complied with by it on  or prior to the Closing Date.  IN shall 
have received a certificate of the President and the Chief Financial Officer 
of 4Health, dated the Closing Date, to such effect.

          (c)  MATERIAL ADVERSE CHANGE.  Since the date of this Agreement, 
there shall have been no change, occurrence or circumstance in the current or 
future business, assets, liabilities, financial condition or results of 
operations of 4Health or any of its subsidiaries having or reasonably likely 
to have, individually or in the aggregate, a 4Health Material Adverse Effect. 
 IN shall have received a certificate of the President and the Chief 
Financial Officer of 4Health, dated the Closing Date, to such effect.

          (d)  ABSENCE OF REGULATORY CONDITIONS.  There shall not be any 
action taken, or any statute, rule, regulation or order enacted, entered, 
enforced or deemed applicable to the Merger, by any Governmental Entity in 
connection with the grant of a regulatory approval necessary, in the 
reasonable business judgment of IN, to the continuing operation of the 
current or future business of 4Health, which imposes any condition or 
restriction upon IN or the business or operations of 4Health which, in the 
reasonable business judgment of IN, would be materially burdensome in the 
context of the transactions contemplated by this Agreement.

          (e)  SSB&B OPINION.  IN shall have received from Messrs. Satterlee 
Stephens Burke & Burke LLP, counsel to 4Health, a favorable opinion dated the 
Closing Date, in form and substance reasonably satisfactory to IN and its 
counsel.  In rendering their opinion, Messrs. Satterlee Stephens Burke & 
Burke LLP shall be entitled to rely on the o pinion of Utah counsel as to 
matters involving Utah Law.

          (f)  COMFORT LETTER.  IN shall have received a letter from Arthur 
Anderson  LLP, dated as of a date within five days of the Closing Date and in 
a form reasonably satisfactory to IN. stating that they are independent 
public accountants, within the meaning of the Securities Act and the rules 
and regulations thereunder, and that on the basis of a reading of the 
unaudited interim financial statements prepared by 4Health and inquiries of 
officers of 4Health responsible for financial and accounting matters and such 
other procedures and inquiries as may be specified in such letter, nothing 
has come to their attention which gives them reason to believe that (i) the 
unaudited financial statements included in 4Health's Quarterly Report on Form 
10-Q for the third quarter ended September 30, 1997 were not prepared in 
accordance with the related requirements under the Securities Act or Exchange 
Act and generally accepted accounting principles and practices applied on a 
basis substantially consistent with those followed in the preparation of the 
audited financial statements included in 4Health's Annual Report on Form 10-K 
for the fiscal year ended December 31, 1996 and (ii) except as may have been 
disclosed in the 4Health Disclosure Schedule, during the period from 
September 30, 1997 to a specified date not more

                                       57
<PAGE>

than five days prior to the Closing Date, there was any change in the capital 
stock or incr ease in the indebtedness for borrowed money of 4Health.

          (g)  4HEALTH DISCLOSURE SCHEDULE.  4Health shall have furnished IN 
with the 4Health Disclosure Schedule which shall be reasonably satisfactory 
in form and substance to IN.

          (h)  EMPLOYMENT AGREEMENT.  4Health shall have executed and 
delivered to Klee Irwin at the Closing an Employment Agreement, dated the 
Closing Date, in substantially the form of Exhibit G.

          (i)  NSM LISTING.  The shares of Common Stock issued in the Merger 
shall have been listed for trading on the NSM.

          (j)  RESIGNATIONS.  4Health shall have received the resignations of 
Cheryl Wheeler, Steven B. Beckman and Rockwell Schutjer as directors of 
4Health, effective on  or prior to the Effective Time.  

                                    ARTICLE VIII

                         TERMINATION, AMENDMENT AND WAIVER

     SECTION 8.01.  TERMINATION.  This Agreement may be terminated at any 
time prior to the Effective Time, whether before or after approval of this 
Agreement and the Merger by the stockholders of IN and 4Health:

          (a)  by mutual consent of 4Health and IN;

          (b)  by 4Health, upon a material breach of any representation, 
warranty, covenant or agreement  on the part of IN set forth in this 
Agreement, or if any representation or warranty of IN shall have become 
untrue, in either case such that the conditions set forth in Section 7.02(a) 
or Section 7.02(b) of this Agreement, as the case may be, would be incapable 
of being satisfied by February 15, 1998 (or as otherwise extended as 
described in Section 8.01(e)); provided, that in any case, a willful breach 
shall be deemed to cause such condition as to be incapable  of being 
satisfied for purposes of this Section 8.01(b);

          (c)  by IN, upon a material breach of any representation, warranty, 
covenant or agreement on the part of 4Health set forth in this Agreement, or 
if any representation or warranty of 4Health shall have become untrue, in 
either case such that the conditions set forth in Section 7.03, (a) or 
Section 7.03(b) of this Agreement, as the case may be, would be incapable of 
being satisfied by February 15, 1998 (or as otherwise extended as described 
in Section 8.01(e)); provided, that in any case, a willful breach shall be 
deemed to cause such conditions to be incapable of being satisfied for 
purposes of Section 8.01(c);
                                       58
<PAGE>

          (d)  by either 4Health or IN, if there shall be any Order which is 
final and nonappealable preventing the consummation of the Merger, except if 
the party relying on such Order to terminate this Agreement has not complied 
with its obligations under Section 6.03(b) of this Agreement; or

          (e)  by either 4Health or IN, if the Merger shall not have been 
consummated before February 15, 1998; provided, however, that this Agreement 
may be extended by written notice of either 4Health or IN to a date not later 
than March 6, 1998, if the Merger shall not have been consummated as a direct 
result of IN or 4Health having failed by February 15, 1998 to receive all 
required regulatory approvals or  consents with respect to the Merger;

          (f)  by 4Health or IN, if this Agreement and the Merger shall fail 
to be approved and adopted by the requisite numbers of stockholders of IN and 
4Health in accordance with California and Utah Laws and the requirements of 
the NSM or NASD.

          The right of any party hereto to terminate this Agreement pursuant 
to this Section 8.01 shall remain operative and in full force and effect 
regardless of any investigation made by or on behalf of any party hereto, any 
person contr  olling any such party or any of their respective officers, 
directors, repre  sentatives or agents, whether prior to or after the 
execution of this Agreement.

     SECTION 8.02.  EFFECT OF TERMINATION.  Except as provided in Section 
8.05 or Section 9.01 of this Agreement, in the event of the termination of 
this Agreement pursuant to Section 8.01, this Agreement shall forthwith 
become void, there shall be no liability on the part of 4Health or IN to the 
other and all rights and obligations of any party hereto shall cease, except 
that nothing herein shall relieve any party of any liability for (i) any 
material breach of such party's covenants or agreements contained in this 
Agreement, or (ii) any willful breach of such party's representations or 
warranties contained in this Agreement.

     SECTION 8.03.  AMENDMENT.  This Agreement may be amended by the parties 
hereto at any time prior to the Effective Time; provided, however, that, 
after approval of the Merger by the stockholders of IN and 4Health, (i) no 
amendment, which under paplicable Law may not be made without the approval of 
the stockholders of IN or 4Health, may be made without such approval, and 
(ii) no amendment, which under the applicable rules of the NSM or NASD, may 
not be made without the approval of the stockholders of IN or 4Health, may be 
made without such approval.  This Agreement may not be amended except by an 
instrument in writing signed by the parties hereto.
                                                                   
     SECTION 8.04.  WAIVER.  At any time prior to the Effective Time, any 
party hereto may (a) extend the time for the performance of any of the 
obligations or other acts of the other party hereto, (b) waive any 
inaccuracies in the representations and warranties of the other party 
contained herein or in any document delivered pursuant hereto and (c) waive 
compliance by the other party with any of the agreements or conditions 
contained herein.  Any such extension or

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waiver shall be valid only if set forth in an instrument in writing signed by 
the party or parties to be bound thereby.

     SECTION 8.05.  FEES, EXPENSES AND OTHER PAYMENTS.

          (a)  Except as provided in Section 8.05(c) of this Agreement, in 
the event the Merger is not consummated all Expenses (as defined in paragraph 
(b) of this Section 8.05) incurred by the parties hereto shall be borne 
solely and entirely by the party that has incurred such Expenses; PROVIDED, 
HOWEVER, in the event the Merger is consummated, all Expenses incurred in 
connection with the Merger and the trans  actions contemplated thereby will 
be paid by 4Health.

          (b)  "Expenses" as used in this Agreement shall include all 
out-of-pocket expenses (including, without limitation, all fees and expenses 
of counsel, accountants, investment ba nkers, experts and consultants to a 
party hereto and its affiliates) incurred by a party or on its behalf in 
connection with or related to the authorization, preparation, negotiation, 
execution and performance of this Agreement, the solicitation of stockholder 
approvals and all other matters related to the consummation of the 
transactions contemplated hereby.

          (c)  IN agrees that if this Agreement is terminated pursuant to:

               (i)  Section 8.01(b) and such termination is the result of a 
willful breach of any representation, warranty, covenant or agreement of IN 
contained herein; or

               (ii) Section 8.01(f) and such termination is the result of the 
failure of IN to secure the requisite stockholder consent to the Merger and 
this Agreement; then IN shall pay to 4Health as liquidated damages an amount 
equal to $200,000, which amount is inclusive of all of 4Health's Expenses.

          (d)  4Health agrees that if this Agreement is terminated pursuant 
to Section 8.01(c) and s uch termination is the result of a willful breach of 
any representation, warranty, covenant or agreement of 4Health contained 
herein; then 4Health shall pay to IN as liquidated damages an amount equal to 
$200,000, which amount is inclusive of all of IN's Expenses.

          (e)  Any payment required to be made pursuant to Section 8.05(c) or 
Section 8.05(d) of this Agreement shall be made as promptly as practicable 
but not later than three business days after termination of this Agreement, 
and shall be made by wire transfer of immediately available funds to an 
account designated by IN or 4Health, as the case may be.

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                                   ARTICLE IX

                               GENERAL PROVISIONS

     SECTION 9.01.  EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

          (a)  Except as set forth in Section 9.01(b) of this Agreement, the 
representations, warranties and agreements of each party hereto shall remain 
operative and in full force and effect regardless of any investigation made 
by or on behalf of any other party hereto, any person controlling any such 
party or any of their officers, directors, representatives or agents, whether 
prior to or after the execution of this Agreement.

          (b)  The representations, warranties and agreements in this 
Agreement shall terminate at the Effective Time or upon the termination of 
this Agreement pursuant to Article VIII, except that the agreements set forth 
in Articles I and II and V and Sections 3.23, 6.02, 6.04 and 6.07 shall 
survive the Effective Time and those set forth in Sections 5.05(d), 8.02 and 
8.05 and Article IX hereof shall survive termination.

     SECTION 9.02.  NOTICES.  All notices and other communications given or 
made pursuant hereto shall be in writing and shall be deemed to have been 
duly given upon receipt, if delivered personally or by air courier, or mailed 
by registered or certified mail (postage prepaid, return receipt requested), 
to the parties at the following addresses (or at such other address for a 
party as shall be specified by like changes of address) or sent by facsimile 
transmission to the telecopier number specified below (to be followed 
promptly by personal or air courier delivery or mailing as hereinafter 
provided):

          (a)  If to 4Health, to:

                         5485 Conestoga Court
                         Boulder, Colorado 80301
                         Attn: R. Lindsey Duncan, President
                         Facsimile Number: (303) 546-6416

          with copy to:  Satterlee Stephens Burke & Burke LLP
                         230 Park Avenue, Suite 1130
                         New York, NY 10169
                         Attn: Peter A. Basilevsky, Esq.
                         Facsimile Number: (212) 818-9606

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          (b)  If to IN or Irwin, to:

                         10549 W. Jefferson Blvd.
                         Culver City, CA  90232
                         Attn:  Mr. Klee Irwin
                         Facsimile Number: (310) 202-9454

          with copy to:  Law Offices of Gay L. Harwin
                         10940 Wilshire Boulevard, Suite 1600
                         Los Angeles, CA 90024
                         Attn:  Gay L. Harwin, Esq.
                         Facsimile Number: (310) 443-4121

     SECTION 9.03.  CERTAIN DEFINITIONS.  For the purposes of this Agreement, 
the term:

          (a)  "affiliate" means a person that directly or indirectly, 
through one or more intermediaries, controls, is controlled by, or is under 
common control with, the first mentioned person;

          (b)  a person shall be deemed a "beneficial owner" of or to have 
"beneficial ownership" of IN Common Stock or 4Health Common Stock, as the 
case may be, in accordance with the interpretation of the term "beneficial 
ownership" as defined in Rule 13d-3 under the Exchange Act, as in effect on 
the date hereof; provided that a person shall be deemed to be the beneficial 
owner of, and to have beneficial ownership of, IN Common Stock or 4Health 
Common Stock, as the case may be, that such person or any affiliate of such 
person has the right to acquire (whether such right is exercisable 
immediately or only after the passage of time) pursuant to any agreement, 
arrangement or understanding or upon the exercise of conversion rights, 
exchange rights, warrants or options, or otherwise.

          (c)  "business day" means any day other than a day on which banks 
in the State of Colorado and/or the State of California are authorized or 
obligated to be closed;
                                                                          
          (d)  "control" (including the terms "controlled," "controlled by" 
and "under common control with") means the possession, directly or indirectly 
or as trustee or executor, of the power to direct or cause the direction of 
the management or policies of a person, whether through the ownership of 
stock or as trustee or executor, by contract or credit arrangement or 
otherwise;

          (e)  "knowledge" or "known" shall mean, with respect to any matter 
in question, if an executive officer of IN or 4Health, as the case may be, 
has actual knowledge of such matter;

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          (f)  "person" means an individual, corporation, partnership, 
association, trust, unincorporated organization, other entity or group (as 
defined in Section 13(d) of the Exchange Act);

          (g)  "Significant Subsidiary" means any subsidiary of person that 
would constitute a Significant Subsidiary of such party within the meaning of 
Rule 1-02 of Regulation S-X of the SEC; and

          (h)  "subsidiary" or "subsidiaries" of IN, 4Health, or any other 
person, means any corporation, partnership, joint venture or other legal 
entity of which IN, 4Health or any such other person, as the case may be 
(either alone or through or together with any other subsidiary), owns, 
directly or indirectly, currently or in the past, 50% or more of the stock or 
other equity interests the holders of which are generally entitled to vote 
for the election of the board of directors or other gove  rning body of such 
corporation or other legal entity.

     SECTION 9.04.  HEADINGS.  The headings contained in this Agreement are 
for reference purposes only and shall not affect in any way the meaning or 
interpretation of this Agreement.  Section references herein are, unless the 
context otherwise requires, references to sections of this Agreement.

     SECTION 9.05.  SEVERABILITY.  If any term or other provision of this 
Agreement is invalid, illegal or incapable of being enforced by any rule of 
law or public policy, all other conditions and provisions of this Agreement 
shall nevertheless remain in full force and effect so long as the economic or 
legal substance of the transactions contemplated hereby is not affected in 
any manner materially adverse to any party.  Upon such determination that any 
term or other provision is invalid, illegal or incapable of being enforced, 
the parties hereto shall negotiate in good faith to modify this Agreement so 
as to effect the original intent of the parties as closely as possible in an 
acceptable manner to the end that the transactions contemplated hereby are 
fulfilled to the extent possible.

     SECTION 9.06.  ENTIRE AGREEMENT.  Except as provided in that certain 
Agreement respecting a dietary supplement product entitled "PhenSafe", this 
Agreement (together with the Exhibits, the IN Disclosure Schedule and the 
4Health Disclosure Schedule) constitutes the entire agreement of the parties, 
and supersedes all prior agreements and undertakings, including that certain 
Letter of Intent dated October 13, 1997, both written and oral, among the 
parties or between any of the m, with respect to the subject matter hereof.

     SECTION 9.07.  ASSIGNMENT.  This Agreement shall not be assigned by 
operation of law or otherwise.

     SECTION 9.08.  PARTIES IN INTEREST.  This Agreement shall be binding 
upon and inure solely to the benefit of each party hereto, and nothing in 
this Agreement, express or implied (other than as contemplated by Section 
6.07 or Section 6.09), is intended to or shall confer upon

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any other person any right, benefit or remedy of any nature whatsoever under 
or by reason of this Agreement.

     SECTION 9.09.  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.  
No failure or delay on the part of any party hereto in the exercise of any 
right hereunder shall impair such right or be construed to be a waiver of, or 
acquiescence in, any breach of any representation, warranty or agreement 
herein, nor shall any single or partial exercise of any such right preclude 
other or further exercise thereof or of any other right.  All rights and 
remedies existing under this Agreement are cumulative to, and not exclusive 
of, any rights or remedies otherwise available.

     SECTION 9.10.  GOVERNING LAW.  This Agreement shall be governed by, and 
construed in accordance with, the laws of the State of Utah, regardless of 
the laws that might otherwise govern under applicable principles of conflicts 
of law.

     SECTION 9.11.  COUNTERPARTS.  This Agreement may be executed in multiple 
counterparts, and by the different parties hereto in separate counterparts, 
each of which when executed shall be deemed to be an original but all of 
which taken together shall constitute one and the same agreement.


     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement 
to be executed as of the date first written above by their respective 
officers thereunto duly authorized.

                                   4HEALTH, INC.


                                   By:/s/R. Lindsey Duncan
                                      --------------------
                                   Name R. Lindsey Duncan
                                   Title:    President

                                   By:/s/Klee Irwin
                                      -------------
                                   Name:     Klee Irwin
                                   Title:    President

                                   /s/Klee Irwin
                                   -------------
                                   Klee Irwin

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