EXHIBIT 3.03


                  CERTIFICATE OF INCORPORATION OF TOPTEAM, INC.

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                          CERTIFICATE OF INCORPORATION

                                       OF

                                  TOPTEAM, INC.



                                    ARTICLE I

         The name of this corporation is TopTeam,  Inc.  (hereinafter called the
"corporation").

                                   ARTICLE II

         The address of the registered  office of this  corporation in the State
of Delaware is 15 East North Street,  in the City of Dover,  County of Kent. The
name of its registered agent at such address is PARACORP Incorporated.

                                   ARTICLE III

         The nature of the  business or purposes to be  conducted or promoted is
to engage in any lawful act or activity for which  corporations may be organized
under the General Corporation Law of Delaware.

                                   ARTICLE IV

         A.  CLASSES  OF STOCK.  This  corporation  is  authorized  to issue two
classes of stock to be designated,  respectively,  "Common Stock" and "Preferred
Stock." The total number of shares that this  corporation is authorized to issue
is thirty-one million  (31,000,000)  shares.  Thirty million (30,000,000) shares
shall be Common  Stock and one million  (1,000,000)  shares  shall be  Preferred
Stock, each with a par value of $.001 per share.

         The Board of Directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of the shares of Preferred  Stock in series,
and by  filing a  certificate  pursuant  to the  applicable  law of the State of
Delaware,  to establish from time to time the number of shares to be included in
such series, and to fix the designation,  voting, powers, preferences and rights
of the  shares  of each  such  series  and any  qualifications,  limitations  or
restrictions  thereof. The number of authorized shares of Preferred Stock may be
increased  or  decreased  (but not below  the  number  of  shares  thereof  then
outstanding)  by the  affirmative  vote  of the  holders  of a  majority  of the
outstanding  shares  of  Common  Stock,  without  a vote of the  holders  of the
Preferred Stock, or of any series thereof,  unless a vote of any such holders is
required pursuant to the certificate or certificates  establishing any series of
Preferred Stock.

                                    ARTICLE V

         Except as otherwise  provided in this Certificate of Incorporation,  in
furtherance and not in limitation of the powers conferred by statute,  the Board
of Directors is expressly  authorized to make, repeal,  alter, amend and rescind
any or all of the Bylaws of this corporation.

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                                   ARTICLE VI

         The number of directors of this corporation shall be fixed from time to
time by a bylaw or  amendment  thereof duly adopted by the Board of Directors or
by the stockholders.

                                   ARTICLE VII

         Elections of directors  need not be by written ballot unless the Bylaws
of this corporation shall so provide.

                                  ARTICLE VIII

         Meetings  of  stockholders  may be held  within or without the State of
Delaware,  as the Bylaws may provide.  The books of this corporation may be kept
(Subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the Bylaws of this corporation.

                                   ARTICLE IX

         A director of this  corporation  shall, to the fullest extent permitted
by the  General  Corporation  Law as it now  exists  or as it may  hereafter  be
amended,  not be personally  liable to this  corporation or its stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability  (i)  for  any  breach  of the  director's  duty  of  loyalty  to this
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve  intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the General  Corporation  Law, or (iv) for any  transaction  from
which the  director  derived  any  improper  personal  benefit.  If the  General
Corporation   Law  is  amended,   after  the  filing  of  the   Certificate   of
Incorporation,  to authorize  corporation action further eliminating or limiting
the personal  liability of  directors,  then the liability of a director of this
corporation  shall be eliminated or limited to the fullest  extent  permitted by
the General Corporation Law, as so amended.

         Any  amendment,  repeal  or  modification  of this  Article  IX, or the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article IX, by the stockholders of this  corporation  shall not apply to or
adversely  affect  any right or  protection  of a director  of this  corporation
existing at the time of such amendment, repeal, modification or adoption.

                                    ARTICLE X

         This corporation  reserves the right to amend,  alter, change or repeal
any provision contained in this Certificate of Incorporation,  in the manner now
or hereafter  prescribed by statute,  and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                   ARTICLE XI

         To the fullest extent  permitted by applicable law, this corporation is
authorized to provide indemnification of (and advancement of expenses to) agents
of this  corporation  (and any other  persons to which General  Corporation  Law
permits this corporation to provide  indemnification)  through bylaw provisions,
agreements  with  such  agents  or  other  persons,   vote  of  stockholders  or
disinterested  directors  or  otherwise,  in excess of the  indemnification  and
advancement  otherwise  permitted by Section 145 of the General Corporation Law,
subject only to limits created by applicable General  Corporation Law (statutory
or  non-statutory),  with  respect  to  actions  for  breach  of  duty  to  this
corporation, its stockholders, and others.

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         Any amendment,  repeal or modification  of the foregoing  provisions of
this  Article  XI shall  not  adversely  affect  any  right or  protection  of a
director,  officer,  agent, or other person existing at the time of, or increase
the  liability of any director of this  corporation  with respect to any acts or
omissions of such director, officer or agent occurring prior to, such amendment,
repeal or modification.

                                      * * *

                                   ARTICLE XII

                                  INCORPORATOR

         The  incorporator  is Michael L. Violanti whose mailing  address is c/o
Leland,  Parachini,  Steinberg,  Matzger & Melnick, LLP, 333 Market Street, 27th
Floor, San Francisco, California 94105.

         I, THE UNDERSIGNED, for the purposes of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and to
certify that the facts herein stated are true, and I have  accordingly  hereunto
set my hand this 14th day of July, 1999.


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                                                     Incorporator


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