EXHIBIT 3.1(a)
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                   Certificate of Amendment                           FILED
                            to the                      JUL 16 1987 10:16 A
                 Certificate of Incorporation             /s/ Illegible
                                                          -----------------
                              of                         Secretary of State
                        Vocaltech, Inc.

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         Adopted in accordance with the provisions of Section 242 of the General
         Corporation Law of the State of Delaware.
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     We, the  undersigned,  Richard K. Olson and W. Marko Antich,  the
President and Secretary,  respectively,  of Vocaltech,  Inc. (the
"Corporation") do hereby certify and set forth:

1.       The name of the corporation is Vocaltech, Inc.

2.       The Certificate of Incorporation was filed by the Department of State
         on the 4th day of June, 1985.

3.       Paragraph Fourth of the Certificate of Incorporation of Vocaltech,
         Inc., which sets forth the amount and classes of stock which the
         Corporation is authorized to issue is hereby amended:

         (a)      to designate 1,000 shares of the Corporation's existing class
                  of Preferred Stock as "Series A Convertible Preferred Stock",
                  par value $.10.

4.       To effectuate the foregoing, Paragraph Fourth of the Certificate of
         Incorporation is hereby amended to read as follows:

         (a)      Subparagraph (a) of Paragraph Fourth is hereby amended to read
                  as follows:

                  FOURTH: (a) The maximum number of shares which the Corporation
                  shall have authority to issue is Fifteen Million Five Hundred
                  Thousand (15,500,000) consisting of Fifteen Million
                  (15,000,000) shares of Common Stock, par value $.01 per share
                  ("Common Stock"), Four Hundred Ninety Nine Thousand (499,000)
                  shares of Preferred Stock, par value $.10 per share
                  ("Preferred Stock") and One Thousand (1,000) shares of Series
                  "A" Convertible Preferred Stock," par value $.10 per share
                  ("Series "A" Preferred Stock").





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         (b)      Paragraph Fourth is further amended to include the following:

                  (d) The designations, relative rights, preferences and
                  limitations of shares of the Series "A" Convertible Preferred
                  Stock shall be as follows:

         (1) The holders of shares of Series "A" Convertible Preferred Stock
shall be entitled to receive, when and as declared by the Board of Directors of
the Corporation, out of any assets of the Corporation available for dividends
pursuant to the laws of the State of Delaware, guaranteed preferential dividends
at the rate of $14.00 per share per annum; such dividend shall be payable
quarterly commencing on November 30, 1985; and such dividend shall be cumulative
and shall accrue from the date of first original issue as to all shares then
issued, and, as to each share of such series issued thereafter, from the
quarterly dividend payment date next preceding the date on which such share is
issued, unless such share is issued on a quarterly dividend payment date, in
which event dividends thereon shall accrue and be cumulative from the date on
which such share is issued.

         (2)      The holders of Series "A" stock shall be entitled to fifteen
                  votes per share in voting on all matters.

         (3) In the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation the holders of the Series "A" stock
shall be entitled to a liquidation preference of $100.00 per share; plus an
amount equivalent to the accrued and unpaid dividends thereon to and including
the date of such liquidation, dissolution or winding-up.

         (4) To the extent permitted by law, upon thirty (30) days written
notice by the Corporation or the registered holder after September 30, 1987 by
the registered holder of shares of Series "A" stock, which notice sets forth the
number of shares being presented for redemption, said number of shares of Series
"A" stock shall be redeemed by the Corporation at $100.00 per share; provided,
however, that in the event of a public offering of securities of the Corporation
prior to any such notice as aforesaid no such notice shall be effective until
one year from the Closing Date of such public offering.

         (5) The holders of Series "A" stock shall not be entitled to the
             benefit of any sinking fund.

         (6) The holders of shares of Series "A" stock shall have the right, at
their option, to convert such shares into shares of Common Stock of the
Corporation at any time subject to the following terms and conditions. Shares of
Series "A" stock shall be convertible into shares of Common Stock upon surrender
to the Corporation for conversion, at the office of any



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transfer agent of the Corporation of the certificate or certificates of the
Series "A" stock so to be converted. As promptly as practicable after such
surrender, the Corporation shall deliver or cause to be delivered at said office
to or upon the order of the holder of the shares of Series "A" stock so
surrendered a certificate or certificates representing the number of whole
shares of Common Stock of the Corporation into which such shares of Series "A"
may be converted in accordance with the provisions of this paragraph (6). Such
conversion shall be deemed to have been made at the time that such Series "A"
stock shall have been surrendered for conversion; the rights of the holder of
such Series "A" stock as such holder shall cease at such time; and the person or
persons entitled to receive the shares of Common Stock upon conversion of such
Series "A" stock shall be treated for all purposes as having become the record
holder or holders of such shares of Common Stock at such time. All shares of
Common Stock issued upon conversion shall be fully paid and nonassessable, and
shall be free of all taxes, liens and charges with respect to the issue thereof
except taxes payable by reason of issuance in a name other than that of the
holder of the shares converted and except as otherwise provided by applicable
statutes. In the case of a call for a redemption of any shares of Series "A"
stock, the right of conversion shall cease and terminate, as to the shares
designated for redemption, at the close of business on the date fixed for
redemption unless default shall be made in payment of the redemption price.
Except as set forth below, the number of shares of Common Stock into which each
share of Series "A" stock shall be convertible into shall be fifteen (15). In
the event the number of shares of Common Stock deemed outstanding on a
fully-diluted basis immediately prior to the first public offering of Common
Stock is not One Million (1,000,000), then the number of shares of Common Stock
into which each share of Series "A" stock shall be convertible into shall be
fifteen (15) multiplied by a fraction the numerator of which shall be the number
of shares of Common Stock outstanding on a fully-diluted basis on such date and
the denominator shall be One Million (1,000,000). If after a public offering of
the Common Stock, the Corporation shall (a) declare a dividend payable in shares
of the Common Stock, (b) subdivide the outstanding shares of the Common Stock to
an amount in excess of 1,000,000 shares, (c) combine the outstanding shares of
the Common Stock into a smaller number of shares or (d) issue by
reclassification of the Common Stock any shares of the Corporation, each holder
of the Series "A" stock shall thereafter be entitled upon the conversion of each
share thereof held by him to receive for each such share the number of shares of
the Corporation which he would have owned or have been entitled to receive after
the happening of one of the events described above which shall have happened had
such share of the Series "A" stock been converted immediately prior to the
happening of such event, the adjustment to become effective immediately after
the opening of business on the day next following the record day or the day upon
which such subdivision, combination or reclassification shall become effective.

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         (7) In case of any consolidation or merger of the Corporation with or
into another corporation, or in case of any sale or conveyance to another
corporation of all or substantially all the property of the corporation, each
holder of the Series "A" stock then outstanding and thereafter remaining
outstanding shall have the right thereafter to convert each share held by him
into the kind and amount of shares of stock, other securities, cash and property
receivable upon such consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock into which such share might have been
converted immediately prior to such consolidation, merger, sale or conveyance,
and shall have no other conversion rights; in any such event, effective
provisions shall be made, in the certificate of incorporation of the resulting
or surviving corporation or otherwise, so that the provisions set forth herein
for the protection of the conversion rights of the shares of the Series "A"
stock shall thereafter be applicable, as nearly as reasonably may be, to any
such other shares of stock, other securities, cash and property deliverable upon
conversion of the shares of the Series "A" stock remaining outstanding or other
convertible stock or securities received by the holders in place thereof, and
any such resulting or surviving corporation shall expressly assume the
obligation to deliver, upon the exercise of the conversion privilege, such
shares, other securities, cash or property as the holders of the shares of the
Series "A" stock remaining outstanding or other convertible stock or securities
received by the holders in place thereof, and any such resulting or surviving
corporation shall expressly assume the obligation to deliver, upon the exercise
of the conversion privilege, such shares, other securities, cash or property as
the holders of the shares of the Series "A" stock remaining outstanding, or
other convertible stock or securities received by the holders in place thereof,
shall be entitled to receive pursuant to the provisions hereof, and to make
provision for the protection of the conversion rights as above provided. In case
securities other than Common Stock, cash or property shall be issuable, payable
or deliverable by the Corporation upon conversion as aforesaid, then all
reference in this paragraph (vii) shall be deemed to apply, so far as
appropriate and as nearly as may be, to such other securities, cash or property.

         (8) If after a public offering of the Common Stock, the corporation
shall issue rights to all holders of the Common Stock entitling them to
subscribe for or purchase shares of the Common Stock at a price per share less
than the current market price per share of the Common Stock (as defined in
subsection (ix) below, the number of shares of the Common Stock into which each
share of the Series "A" stock shall thereafter be convertible shall be
determined by multiplying the number of shares of the Common Stock into which
such share of the Series "A" stock was theretofore convertible by a fraction, of
which the numerator shall be the number of shares of the Common Stock
outstanding on the date of issuance of such right plus the


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number of additional shares of the Common Stock offered for subscription of
purchase, and of which the denominator shall be the number of shares of the
Common Stock outstanding on the date of issuance of such rights plus the number
of shares of the Common Stock which the aggregate offering price of the total
number of shares so offered would purchase at such current market price. Such
adjustment shall be made whenever such rights are issues and shall become
effective retroactively immediately after the record date for the determination
of stockholders entitled to receive such rights.

         (9) For the purpose of any computation under subsection (viii) above,
the current market price per share of the Common Stock at any date shall be
deemed to be the average of the daily closing prices for the thirty (30)
consecutive business days commencing forty-five (45) business days before the
day in question. The closing price for each day shall be the last reported sales
price regular way or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices as reported by the National
Association of Securities Dealers or, if not available, a similar organization.

         (10) No fractional share of the Common Stock shall be issued upon any
conversion but, in lieu thereof, there shall be paid to each holder of shares of
the Series "A" stock surrendered for conversion who but for the provisions of
this subsection (X) would be entitled to receive a fraction of a share on such
conversion, as soon as practicable after the date such shares are surrendered
for conversion, an amount in cash equal to the same fraction of the market value
of a full share of the Common Stock, unless the Board of Directors shall
determine to adjust fractional shares by the issuance of fractional scrip
certificates or in some other manner.

         (11) No adjustment in the number of shares of the Common Stock into
which each share of the Series "A" stock is convertible shall be required unless
such adjustment would require an increase or decrease of at least five shares in
the number of shares of the Common Stock into which such share is then
convertible; provided, however, that any adjustments which by reason of this
subsection (xi) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. Whenever any adjustment is required
in the Shares into which each share of the Series "A" stock is convertible, the
Corporation shall forthwith (a) keep available at each of its offices at which
the Series "A" stock is convertible a statement describing in reasonable detail
the adjustment and the method of calculation used and (b) cause a copy of such
statement to be mailed to the holders of record of the shares of the Series "A"
stock.

         5.     Paragraph Seventh of the Certificate of Incorporation of the
                Corporation, which provides for indemnification by the


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Corporation, is hereby stricken in its entirety as it now exists and the
following new Article Seventh shall be inserted in lieu:

         "No director of the Corporation shall be liable to the Corporation or
its stockholders for damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not apply to liability of a director
(i) for breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. This
Article shall not eliminate or limit the liability of a director for any act or
omission occurring prior to the time this Article became effective.

         6. That this Amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware by the Board of Directors of the Corporation and the vote of the
holders of not less than a majority of the outstanding stock of the Corporation
entitled to vote thereon.

         IN WITNESS WHEREOF, we have signed this Certificate on this 29th day of
June, 1987, and we affirm the statements contained herein are true under the
penalties of perjury.


                                            /s/ Richard K. Olson
                                            ---------------------------
                                              Richard K. Olson, President


                                            /s/ W. Marko Antich
                                            ---------------------------
                                              W. Marko Antich, Secretary

3941D

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