FORM OF ARTICLES OF MERGER
                                       OF
                        CAPITAL PARTNERS MERGER SUB, INC.
                                      INTO
                 CAPITAL PARTNERS FOR HEALTH & FITNESS, INC.


      Pursuant to North Carolina General Statutes Section 55-11-05(a), the
undersigned entity does hereby submit the following Articles of Merger as the
surviving business entity in a merger between two or more business entities.

      FIRST: The name of the surviving entity is Capital Partners For Health &
Fitness, Inc., a corporation organized under the laws of the State of North
Carolina.

      SECOND: The address of the surviving entity is 101-a New Waverly Place,
Cary, North Carolina 27511.

      THIRD: The name of the merged entity is Capital Partners Merger Sub, Inc.,
a corporation organized under the laws of the State of North Carolina.

      FOURTH: An Agreement and Plan of Merger has been duly adopted in the
manner required by law of each of the business entities participating in the
merger.

      FIFTH: These Articles will be effective upon filing.

      IN WITNESS WHEREOF, the Surviving Corporation has caused these Articles of
Merger to be signed by a duly authorized officer as of February __, 2006.



                                    CAPITAL PARTNERS FOR HEALTH & FITNESS, INC.

                                    By:
                                            -----------------------------------
                                    Name:
                                            -----------------------------------
                                    Title:
                                            -----------------------------------


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