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                                  ARTICLES OF MERGER
                                          OF
                                    IRWIN NATURALS
                              (A CALIFORNIA CORPORATION)
                                    WITH AND INTO
                                    4HEALTH, INC.
                                 (A UTAH CORPORATION)


     The undersigned corporations, desiring to merge under the laws of the 
State of Utah, do hereby sign and deliver to the Division of Corporations and 
Commercial Code these Articles of Merger merging Irwin Naturals, a California 
corporation, with and into 4Health, Inc., a Utah corporation, and changing 
the name of the surviving corporation to "Irwin Naturals/4Health, Inc.".

                                      ARTICLE I
                                 AGREEMENT OF MERGER

     The Plan of Merger in the form attached hereto and incorporated herein 
by this reference sets forth the following terms and conditions:

     1.   The constituent corporations to this merger are:

          (a)  Irwin Naturals ("Irwin Naturals"), which is incorporated  
          under the laws of the State of California.

          (b)  4Health, Inc. ("4Health"), which is incorporated under 
          the laws of the State of Utah.

     2.   4Health shall continue in existence after the merger as the 
surviving corporation.

     3.   The articles of incorporation and bylaws of 4Health, shall, on the 
merger becoming effective, be and constitute the articles of incorporation 
and bylaws of the surviving corporation with the following amendments:

          (a)  Article I of the Articles of Incorporation of 4Health 
     shall be amended to read in its entirety as follows:

               "The name of the Corporation shall be: Irwin 
               Naturals/4Health, Inc."

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          (b)  The first sentence of Article III of the Articles of 
     Incorporation of 4Health shall be amended to read as follows:

               "The Corporation shall have the authority to issue an 
               aggregate of 55,000,000 shares, of which 5,000,000 shares 
               shall be preferred stock, $0.01 par value ("Preferred 
               Stock"), and 50,000,000 shares shall be common stock, 
               $0.01 par value ("Common Stock")."

          (c)  Article VII of the Articles of Incorporation of 4Health 
     shall be amended to read in pertinent part as follows:

               "B. Until after ________, 2003 [being the fifth anniversary of 
               the Effective Time], all of the corporate powers of this 
               Corporation shall be vested in, and managed by, a board of not 
               less than three nor more than five directors and, thereafter, 
               such larger or lesser number as may be determined by the 
               affirmative vote of a majority of the outstanding shares of 
               voting capital stock then entitled to vote generally in the 
               election of directors, voting together as a single class."

               "C. The board of directors shall be and is divided into 
               three classes: Class I, Class II, and Class III, which shall 
               be as nearly equal as possible. Each director shall serve for 
               a term ending on the date of the third annual meeting of 
               stockholders following the annual meeting at which the director 
               was elected; PROVIDED, HOWEVER, that each initial director in 
               Class I shall hold office until the annual meeting of 
               stockholders in 2001; each initial director in Class II shall 
               hold office until the annual meeting of stockholders in 2000; 
               and each initial director in Class III shall hold office until 
               the annual meeting of stockholders in 1999.  Notwithstanding 
               the foregoing provisions in this Article VII C., each director 
               shall serve until his successor is duly elected and qualified 
               or until his death, resignation, or removal."

               "D. Until after ________, 2003 [being the fifth anniversary 
               of the Effective Time], the number of directors may be 
               increased or decreased within the limits above prescribed by 
               the affirmative vote at least of eighty percent (80%) of the 
               outstanding shares of voting capital stock of the Corporation 
               then entitled to vote generally in the election of directors, 
               voting together as a single class, and, thereafter, the number 
               of directors may be so increased or decreased within the limits 
               above prescribed by a majority vote of the directors. In the 
               event of any increase or decrease in the

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               authorized number of directors, the newly created or eliminated 
               directorships resulting from such increase or decrease shall be 
               apportioned by the board of directors among the three classes 
               of directors so as to maintain such classes as nearly equal as 
               possible. No decrease in the number of directors constituting 
               the board of directors shall shorten the term of any incumbent 
               director."

               "E. Until after ________, 2003 [being the fifth anniversary of 
               the Effective Time], newly created directorships resulting from 
               any increase in the number of directors and any vacancies on 
               the board of directors resulting from death, resignation, 
               disqualification, removal, or other cause shall be filled by 
               the affirmative vote of at least three quarters of the 
               remaining directors then in office (and not by stockholders), 
               even though less than a quorum of the board of directors, 
               from among one or more nominees designated by the Executive 
               Committee of the board of directors (acting in its capacity 
               as a nominating committee of the board of directors). Any 
               director elected in accordance with the preceding sentence 
               shall hold office for the remainder of the full term of the 
               class of director in which there is a vacancy which is being 
               filled by such elected director."

               "F. Until after ________, 2003 [being the fifth anniversary 
               of the Effective Time], directors may be removed from office 
               with or without cause upon the affirmative vote of at least 
               eighty percent (80%), and, thereafter, at least a majority, 
               of the outstanding shares of the voting capital stock of the 
               Corporation then entitled to vote generally in the election 
               of directors, voting as a single class."

               "G. Except as expressly provided herein or in the Bylaws of 
               the Corporation to the contrary, the board of  directors shall 
               have authority to adopt, amend, or repeal  Bylaws, including 
               the right to adopt, amend, or repeal Bylaws fixing or 
               increasing their compensation, by the affirmative vote of at 
               least three quarters of the directors then in office."

               "H. Until after __________, 2003 [being the fifth anniversary 
               of the Effective Time], any amendment, change, or repeal of 
               this Article VII or any provision hereof shall require the 
               affirmative vote of the holders of at least eighty percent 
               (80%), and, thereafter, at least a majority, of the 
               outstanding shares of the voting capital stock of the 
               Corporation then entitled to vote generally in the election of 
               directors, voting as a single class."

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          (d)  Article X of the Articles of Incorporation of 4Health shall 
     be amended to read in its entirety as follows:

               "No action required or permitted to be taken at annual or 
               special meeting of stockholders of the Corporation may be 
               taken without a meeting, and the power of stockholders to 
               consent in writing, without a meeting, to the taking of any 
               action is specifically denied unless at least three quarters 
               of the incumbent directors authorize the Corporation to take 
               action upon such written consent.  Upon receipt of such 
               authorization, the consent in writing to such action signed by 
               stockholders holding at least that portion of the total voting 
               power on the question which is required by law or these 
               Articles of Incorporation or by the Bylaws of the Corporation 
               shall be sufficient for the purpose, without the necessity for 
               a meeting of the stockholders.  In order that the Corporation 
               may determine the stockholders entitled to consent  to 
               corporate action in writing without a meeting, the board of 
               directors may fix a record date by the vote of at least three 
               quarters of the incumbent directors, which record date shall 
               not precede the date upon which the resolution fixing the 
               record date is adopted by the board of directors, and which 
               date shall not be more than ten days after the date upon which 
               the resolution fixing the record date is adopted by the board 
               of directors.  As used herein, the term "incumbent directors" 
               means any directors who were directors prior to the time that 
               the relevant action is required or permitted to be taken by 
               the board of directors. Until after __________, 2003 
               [being the fifth anniversary of the Effective Time], any 
               amendment, change, or repeal of this Article X or any 
               provision hereof shall require the affirmative vote of the 
               holders of at least eighty percent (80%), and, thereafter, at 
               least a majority, of the outstanding shares of the voting 
               capital stock of the Corporation then entitled to vote 
               generally in the election of directors, voting as a single 
               class."

          (e)  Article II - Section 2.2 of the Bylaws of 4Health shall be 
     amended to insert the words "..., the Chairman of the Board ..." after 
     the words "... called by the president..."

          (f)  Article II - Section 2.17 of the Bylaws of 4Health shall be 
     amended by inserting the words "... the Executive Committee of ..." after 
     the words "... made by ..." and before the words "... or by any 
     shareholder ..." in the second line.

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          (g)  Article III - Section 3.2 of the Bylaws of 4Health shall be 
     amended to delete therefrom the first five sentences and substitute 
     therefor the following:

               "Until after ________, 2003 [being the fifth anniversary of 
               the Effective Time], all of the corporate powers of this 
               Corporation shall be vested in, and managed by, a board of not 
               less than three nor more than five directors and, thereafter, 
               such larger or lesser number as may be determined by the 
               affirmative vote of a majority of the outstanding shares of 
               voting capital stock then entitled to vote generally in the 
               election of directors, voting together as a single class.  The 
               board of directors shall be and is divided into three classes: 
               Class I, Class II, and Class III, which shall be as nearly 
               equal as possible.  Each director shall serve for a term 
               ending on the date of the third annual meeting of stockholders 
               following the annual meeting at which the director was 
               elected; PROVIDED, HOWEVER, that each initial director in 
               Class I shall hold office until the annual meeting of 
               stockholders in 2001; each initial director in Class II shall 
               hold office until the annual meeting of stockholders in 2000; 
               and each initial director in Class III shall hold office until 
               the annual meeting of stockholders in 1999.  Notwithstanding 
               the foregoing provisions in this Article VII C., each director 
               shall serve until his successor is duly elected and qualified 
               or until his death, resignation, or removal."   

          (h)  Article III - Section 3.4 of the Bylaws of 4Health shall be 
     amended to insert the words "..., the Chairman of the Board..." after the 
     words "... of the president ..." in the second line thereof.

          (i)  Article III - Section 3.13 of the Bylaws of 4Health shall be 
     amended to insert the following words as a lead in:

               "Except as otherwise provided in Section 3.14 hereof:..."

          (j)  Article III - A new Section 3.14 shall be added to Article III 
     of the Bylaws of 4Health to read in its entirety as follows:

               "Section 3.14 EXECUTIVE COMMITTEE.

          (a)  CREATION. The board of directors shall create an Executive 
     Committee consisting of three members: the Chairman of the Board, the 
     president, and one other independent, non-employee Class  III director.  
     The Committee shall have all of the powers of the board when the board is 
     not in

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          session, except for the right to exercise any of the following 
          powers which shall only be exercisable by the board:

          1.   To adopt an annual budget for the Corporation;
          2.   To issue securities;
          3.   To sell a material portion of the assets of the Corporation;
          4.   To change the business of the Corporation;
          5.   To incur any indebtedness by the Corporation other than
               trade payables incurred in the ordinary course;
          6.   To authorize any merger, consolidation or other business
               combination or any recapitalization or reclassification of
               any class of securities of the Corporation;
          7.   To declare or pay dividends in respect of any securities of
               the Corporation;
          8.   To amend the Corporation's Articles of Incorporation or
               Bylaws; or
          9.   To authorize any other matter which under applicable law is
               required to be determined by the Board of Directors.

          (b)  REQUIRED PROCEDURES. In addition to and in substitution of the 
     relevant provisions of Section 3.13(c), the Executive Committee 
     shall adopt and comply with the following special procedures:

               (i)  A meeting of the Executive Committee may be 
     called on twenty four (24) hours notice orally (to be followed immediately
     with written or facsimile notice) or in a writing personally delivered or 
     sent by facsimile to each of the members thereof.

               (ii) A quorum for the transaction of business by the
     Executive Committee at any meeting shall require the presence, in person 
     or by means of conference telephone call, wherein all the participants can 
     hear each other, of both the Chairman of the Board and the President, 
     either of whom may object to the transaction of any business at such 
     meeting, in which case such meeting shall not be deemed duly convened.

          (c)  REVIEW OF DECISIONS.  Any decision of the Executive Committee 
     shall be subject to review and revision by the Board of Directors at a 
     regular meeting of the Board or at any special meeting convened by the 
     Chairman of the Board or the President.

          (d)  AMENDMENT.  Until after ______, 2003 [being the fifth 
     anniversary of the Effective Time], the provisions of this Section 3.14 
     may be amended or repealed only upon receipt of the affirmative vote of 
     at least eighty

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     percent (80%) of the outstanding shares of voting capital stock of the 
     Corporation then entitled to vote generally on the election of directors, 
     voting together as a single class, and, thereafter, by a majority vote of 
     the directors."

                                  ARTICLE II
                             SHAREHOLDER APPROVAL

     The foregoing Plan of Merger was approved:

     1.   By the holders of the ____________ issued and outstanding shares of 
common stock, par value $0.01, of 4Health, with _____________ shares voting 
in favor of the merger, ___ shares voted against, and ___ shares abstaining;

     2.   By the holders of the __________ issued and outstanding shares of 
common stock, no par value, of Irwin Naturals, with _____________ shares 
voting in favor of the merger, ___ against, and ___ abstaining; and

     The number of votes cast for the Plan of Merger by each voting group of 
each constituent corporation was sufficient for approval of the Plan of 
Merger by such voting group.

     The undersigned affirm and acknowledge, under penalties of perjury, that 
the foregoing instrument is their act and deed and that the facts stated 
herein are true.

     DATED this ___ day of __________, 1998.

                                       4HEALTH, INC.

Attest:

By                                     By
   ----------------------------------     ---------------------------------
              Secretary                      R. Lindsey Duncan, President


                                       IRWIN NATURALS

Attest:

By                                     By
   ----------------------------------     ---------------------------------
              Secretary                        Klee Irwin, President

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                                            ATTACHMENT TO ARTICLES OF MERGER

                              PLAN OF MERGER

     THIS PLAN OF MERGER (the "Plan") dated as of the _____ day of _______, 
1998, is entered into by and between IRWIN NATURALS, a California corporation 
("IN"), and 4HEALTH, INC., a Utah corporation ("4Health," and together with 
IN, the "Constituent Corporations").

                                RECITALS

     WHEREAS, 4Health is a corporation duly organized and existing under the 
laws of the State of Utah, having authorized capital of (i) 30,000,000 shares 
of common stock, par value $.01 per share (the "4Health Common Stock"), of 
which, as of the date hereof, ___________ shares are issued and outstanding, 
50,000 shares are held in treasury by 4Health and up to ____________ 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 as of the date hereof;

     WHEREAS, IN is a corporation duly organized and existing under the laws 
of the State of California, having an authorized capital of 100,000 shares of 
common stock (the "IN Common Stock"), of which ___________ shares are issued 
and outstanding as of the date hereof;

     WHEREAS, IN, 4Health and Klee Irwin have entered into an Agreement and 
Plan of Merger (the "Merger Agreement") dated as of December 24, 1997, 
setting forth certain representations, warranties, covenants, agreements, and 
conditions in connection with the merger of IN with and into 4Health (the 
"Merger"); and

     WHEREAS, the respective boards of directors and shareholders of the 
Constituent Corporations have each duly approved this Plan providing for the 
merger of IN with and into 4Health, with 4Health as the surviving 
corporation, after changing its name to "Irwin Naturals/4Health, Inc.," all 
as authorized by the statutes of the States of California and Utah.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual 
covenants and agreements herein contained, and for the purpose of setting 
forth the terms and conditions of the Merger and the manner and basis of 
causing the shares of IN Common Stock to be converted into shares of 4Health 
Common Stock, and such other provisions as are deemed necessary or desirable, 
the parties hereto have agreed and do hereby agree, subject to the conditions 
hereinafter set forth, as follows:

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                                ARTICLE I

                 MERGER AND NAME OF SURVIVING CORPORATION

     On the Effective Time (as hereinafter defined) of the Merger, IN shall 
cease to exist separately and IN shall be merged with and into 4Health, which 
is hereby designated as the "Surviving Corporation".  The name of the 
Surviving Corporation shall be "Irwin Naturals/4Health, Inc.".

                               ARTICLE II

                    TERMS AND CONDITIONS OF MERGER

     1.   The terms and conditions of the Merger (in addition to those set 
forth elsewhere in this Plan) are as follows:

          (a)  On the Effective Time of the Merger:

               (i)   IN shall be merged into 4Health to form a single
          corporation, and 4Health shall be designated herein as the Surviving
          Corporation.

               (ii)  The separate existence of IN shall cease.

               (iii) The Surviving Corporation shall have all the rights,
          privileges, immunities, and powers and shall be subject to all 
          duties and liabilities of a corporation organized under the laws 
          of the State of Utah.

               (iv)  The Surviving Corporation shall thereupon and thereafter
          possess all the rights, privileges, immunities, and franchises, of a
          public as well as of a private nature, of each of the Constituent
          Corporations; all property, real, personal, and mixed, and all debts
          due of whatever account, including subscriptions to shares, and all
          other chooses in action, and all and every other interest, of or
          belonging to or due to each of the Constituent Corporations, shall 
          be taken and deemed to be transferred to and vested in the Surviving
          Corporation without further act or deed; the title to any real 
          estate, or any interest therein, vested in either Constituent 
          Corporation shall not revert or be in any way impaired by reason 
          of the Merger; the Surviving Corporation shall thenceforth be 
          responsible and liable for all the liabilities and obligations of 
          each of the Constituent Corporations; any claim existing or action 
          or proceeding pending by or against either of such Constituent 
          Corporations may be prosecuted as if the Merger had not taken 
          place, or the Surviving Corporation may be substituted in 

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          place of the Constituent Corporation; and neither the rights of 
          creditors nor any liens on the property of either of the Constituent 
          Corporations shall be impaired by the Merger.

     (b)  On the Effective Time of the Merger, the board of directors of
     the Surviving Corporation shall consist of R. Lindsey Duncan, Klee Irwin,
     John Schneider, Jon Diamond and Anthony Robbins, to serve thereafter in
     accordance with the bylaws of the Surviving Corporation and until their
     respective successors shall have been duly elected and qualified in
     accordance with such bylaws and the laws of the State of California.

     (c)  On the Effective Time of the Merger, the officers of the
     Surviving Corporation shall be as follows:  R. Lindsey Duncan, Chairman of
     the Board of Directors; Klee Irwin, President and Chief Executive Officer;
     Dan Martin, Acting Chief Financial Officer and Secretary.

     (d)  If on the Effective Time of the Merger, one or more vacancies
     shall exist in the board of directors or in any of the offices of the
     Surviving Corporation, any such vacancies may be filled in the manner
     provided for in the bylaws of the Surviving Corporation.

                                   ARTICLE III

                     MANNER AND BASIS OF CONVERTING SHARES

     1.   The manner and basis of converting the shares of the Constituent
Corporations and the mode of carrying the Merger into effect are as follows:

          (a)  Each share of 4Health Common Stock outstanding immediately prior
     to the Effective Time of the Merger shall continue to be outstanding
     immediately after the Effective Time of the Merger.

          (b)  Each share of IN Common Stock outstanding on the Effective Time
     of the Merger shall, without any action on the part of the holder thereof,
     be converted into the right to receive 241.37931 shares of 4Health Common
     Stock (the "Exchange Ratio"), which shall be upon such conversion, validly
     issued and outstanding, fully paid, and nonassessable.  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 certificates evidencing IN Common Stock, 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 IN stockholders.

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          (c)  All shares of IN Common Stock held by IN as treasury stock shall
     be canceled and of no further force and effect.

          (d)  After the Effective Time of the Merger, each holder of a
     certificate which prior thereto represented outstanding shares of IN 
     Common Stock shall be entitled, on surrender thereof to the transfer and 
     exchange agent of 4Health, to receive in exchange therefor a certificate 
     or certificates representing the number of whole shares of 4Health Common
     Stock to which the holder is entitled as set forth in subsection (b) 
     above. Until so surrendered, each such outstanding certificate shall for 
     all purposes evidence the ownership of the shares of 4Health Common Stock 
     into which the shares of IN Common Stock shall have been converted; 
     PROVIDED THAT, dividends or other distributions which are payable with 
     respect to such shares of 4Health Common Stock shall be set aside and 
     shall not be paid to the holders of such certificates until the 
     certificates shall have been surrendered in exchange for certificates 
     representing shares of 4Health Common Stock. On surrender, such holder 
     shall be entitled to receive the dividends or other distributions 
     previously withheld, without payment of interest.

          (e)  The shares of 4Health Common Stock into which shares of the IN
     Common Stock shall have been converted pursuant to this Plan shall be
     issued in full satisfaction of all of the holder's rights as a 
     shareholder of IN.

          (f)  If any certificate for shares of 4Health Common Stock is to be
     issued in a name other than that in which the certificate surrendered in
     exchange therefor is registered, it shall be a condition of the issuance
     thereof that the certificate surrendered shall be properly endorsed and
     otherwise in proper form for transfer and that the person requested such
     exchange pay to the registrar and transfer agent of 4Health any transfer 
     or other taxes required by reason of the issuance of a certificate of 
     shares of 4Health Common Stock in any name other than that of the 
     registered holder of the certificate surrendered, or established to the 
     satisfaction of the registrar and transfer agent of 4Health that such 
     tax has been paid or is not payable.

                                      ARTICLE IV

                       ARTICLES OF INCORPORATION AND BYLAWS

     1.   The articles of incorporation of 4Health, as amended by the 
Articles of Merger, shall, on the Merger becoming effective, be and 
constitute the articles of incorporation of the Surviving Corporation until 
amended in the manner provided by law.

     2.   The bylaws of 4Health, as amended by the Articles of Merger, shall, 
on the Merger becoming effective, be and constitute the bylaws of the 
Surviving Corporation until amended in the manner provided by law.

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                                    ARTICLE V

      APPROVAL AND EFFECTIVE TIME OF THE MERGER;  MISCELLANEOUS MATTERS

     1.   The Merger shall become effective when all the following actions shall
have been taken:

          (a)  This Plan shall be authorized, adopted, and approved by and on
     behalf of each Constituent Corporation in accordance with the laws of the
     States of California and Utah.

          (b)  This Plan, or Articles of Merger in the form required, executed
     in accordance with the laws of the State of Utah shall be filed with the
     Division of Corporations and Commercial Code of the State of Utah.

The date and time on which such actions are completed and such Merger is 
effected is herein referred to as the "Effective Time."

     2.   If at any time the Surviving Corporation shall deem or be advised 
that any further grants, assignments, confirmations, or assurances are 
necessary or desirable to vest, perfect, or confirm title in the Surviving 
Corporation, of record or otherwise, to any property of IN acquired or to be 
acquired by, or as a result of, the Merger, the officers and directors of IN 
or any of them shall be severally and fully authorized to execute and deliver 
any and all such deeds, assignments, confirmations, and assurances and to do 
all things necessary or proper so as to best prove, confirm, and ratify title 
to such property in the Surviving Corporation and otherwise carry out the 
purposes of the Merger and the terms of this Plan.

     3.   For the convenience of the parties and to facilitate the filing and 
recording of this Plan, any number of counterparts hereof may be executed, 
each such counterpart shall be deemed to be an original instrument, and all 
such counterparts together shall be considered one instrument.

     4.   This Plan shall be governed by and construed in accordance with the 
laws of the States of California and Utah.

     5.   This Plan cannot be altered or amended, except pursuant to an 
instrument in writing signed on behalf of the parties hereto.

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The foregoing Plan of Merger, having been approved by the board of directors 
of each Constituent Corporation, and having been adopted separately by the 
stockholders of each Constituent Corporation thereto in accordance with the 
laws of the States of California and Utah, the president and secretary of 
4Health and IN do hereby execute this Plan of Merger as of the date first 
above written.

                                       4HEALTH, INC.
                                       a Utah corporation

Attest:

By                                     By 
   ----------------------------------     ----------------------------------
              Secretary                         R. Lindsey Duncan
                                                    President


                                       IRWIN NATURALS
                                       a California corporation

Attest:

By                                     By 
   ----------------------------------     ----------------------------------
              Secretary                            Klee Irwin
                                                    President

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