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                                 EXHIBIT 3.1(a)

                          CERTIFICATE OF INCORPORATION
                                       OF
                            GAMA COMPUTER CORPORATION



         The  undersigned  natural,  adult person,  acting as  incorporator of a
corporation  (hereinafter usually referred to as the "Corporation")  pursuant to
the  provisions  of the Delaware  Corporation  Law,  hereby adopts the following
Certificate of Incorporation for said Corporation:

                                   ARTICLE I
                                      Name

         The name of the Corporation shall be Gama Computer Corporation.

                                   ARTICLE II
                                    Duration

         The period of duration of the Corporation shall be perpetual.

                                  ARTICLE III
                                     Purpose

         The purpose for which the  Corporation  is organized is to transact any
or all lawful business for which  corporations  may be incorporated  pursuant to
the Delaware Corporation Law.

                                   ARTICLE IV
                                  Capital Stock

         The  authorized  capital  stock of the  Corporation  shall  consist  of
30,000,000  shares of common stock,  $0.0001 par value,  and 5,000,000 shares of
preferred stock, $0.0001 par value.

                                   ARTICLE V
                          Preferences, Limitations, And
                        Relative Rights of Capital Stock

         No  share  of the  common  stock  shall  have  any  preference  over or
limitation  in respect to any other  share of such common  stock.  All shares of
common stock shall have equal rights and privileges, including the following:

         1. All shares of common stock shall share equally in dividends. Subject
to the applicable  provisions of the



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laws of this State,  the Board of Directors of the Corporation may, from time to
time,  declare and the Corporation may pay dividends in cash,  property,  or its
own shares, except when the Corporation is insolvent or when the payment thereof
would  render  the  Corporation  insolvent  or when the  declaration  or payment
thereof would be contrary to any  restrictions  contained in this Certificate of
Incorporation.  When any dividend is paid or any other  distribution is made, in
whole or in part,  from sources other than  unreserved and  unrestricted  earned
surplus,  such dividend or  distribution  shall be  identified as such,  and the
source  and amount per share paid from each  source  shall be  disclosed  to the
stockholder receiving the same concurrently with the distribution thereof and to
all  other  stockholders  not  later  than  six  months  after  the  end  of the
Corporation's fiscal year during which such distribution was made.

         2. All shares of common stock shall share equally in  distributions  in
partial  liquidation.  Subject to the applicable  provisions of the laws of this
State,  the Board of Directors of the Corporation  may distribute,  from time to
time,  to its  stockholders  in partial  liquidation,  out of stated  capital or
capital surplus of the Corporation, a portion of its assets in cash or property,
except when the Corporation is insolvent or when such distribution  would render
the  Corporation  insolvent.  Each  such  distribution,   when  made,  shall  be
identified as a distribution  in partial  liquidation,  out of stated capital or
capital surplus, and the source and amount per share paid from each source shall
be  disclosed  to all  stockholders  of the  Corporation  concurrently  with the
distribution  thereof.  Any  such  distribution  may be  made  by the  Board  of
Directors from stated capital without the affirmative  vote of any  stockholders
of the Corporation.

         3. Each outstanding share of common stock shall be entitled to one vote
at stockholders' meetings, either in person or by proxy.

         (b) The  designations,  powers,  rights,  preferences,  qualifications,
restrictions  and limitations of the preferred  stock shall be established  from
time to time by the  Corporation's  Board of Directors,  in accordance  with the
Delaware Corporation Law.

         (c) l. Cumulative voting shall not be allowed in elections of directors
or for any purpose.

         2. No holders of shares of capital  stock of the  Corporation  shall be
entitled,  as such, to any preemptive or preferential  right to subscribe to any
unissued  stock  or any  other  securities  which  the  Corporation  may  now or
hereafter be  authorized  to issue.  The Board of Directors of the  Corporation,
however,  in its  discretion  by  resolution,  may  determine  that any unissued
securities of the Corporation  shall be offered for  subscription  solely to the
holders  of common  stock of the  Corporation,  or solely to the  holders of any
class or classes of such stock,  which the  Corporation  may now or hereafter be
authorized to issue, in such proportions  based on stock ownership as said board
in its discretion may determine.

         3. The Board of  Directors  may  restrict  the  transfer  of any of the
Corporation's  stock issued by giving the Corporation or any stockholder  "first
right of refusal to purchase" the stock, by making the stock  redeemable,  or by
restricting the transfer of the stock under such terms and in such manner as the
directors may deem necessary and as are not  inconsistent  with the laws of this
State.  Any stock so  restricted  must  carry a  conspicuous  legend  noting the
restriction and the place where such  restriction may be found in the records of
the Corporation.



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         4. The  judgment of the Board of  Directors  as to the  adequacy of any
consideration received or, to be received for any shares,  options, or any other
securities  which the Corporation at any time may be authorized to issue or sell
or otherwise dispose of shall be conclusive in the absence of fraud,  subject to
the provisions of these Articles of Incorporation and any applicable law.

                                   ARTICLE VI
                                Registered Agent

         The name and  address of the  Corporation's  initial  registered  agent
shall be:

                             The Company Corporation
                            1313 North Market Street
                                New Castle County
                         Wilmington, Delaware 19801-1151

         The Board of Directors,  however,  from time to time may establish such
other offices, branches,  subsidiaries, or divisions which it may consider to be
advisable.

                                  ARTICLE VII
                                    Directors

         The affairs of the Corporation shall be governed by a board of not less
than one (1) director, who shall be elected in accordance with the Bylaws of the
Corporation.  Subject to such limitation, the number of directors shall be fixed
by or in the manner provided in the Bylaws of the Corporation, as may be amended
from  time to time.  The  organization  and  conduct  of the  board  shall be in
accordance with the following:

         1. The name and address of the initial Director,  who shall hold office
until the first annual meeting of the  stockholders  of the Corporation or until
his successor shall have been elected and qualified, is:



                     Name                             Address
-------------------------------------------------------------------------------
                Andrew Hromyk             1177 West Hastings Street #1910
                                          Vancouver, B.C., Canada V6E-2K3

         2. The directors of the  Corporation  need not be residents of Delaware
and shall not be required to hold shares of the Corporation's capital stock.

         3. Meetings of the Board of Directors,  regular or special, may be held
within or without  Delaware  upon such notice as may be prescribed by the Bylaws
of the  Corporation.  Attendance of a director at a meeting  shall  constitute a
waiver by him of notice of such  meeting  unless he attends only for the express
purpose of objecting to the  transaction  of any business  thereat on the ground
that the meeting is not lawfully called or convened.



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         4. A majority of the number of directors at any time  constituting  the
Board of Directors shall constitute a quorum for the transaction of business.

         5. By  resolution  adopted by a majority of the  Directors  at any time
constituting the Board of Directors, the Board of Directors may designate two or
more  directors  to  constitute  an  Executive  Committee  or one or more  other
committees each of which shall have and may exercise, to the extent permitted by
law or in such  resolution,  all the  authority of the Board of Directors in the
management of the Corporation; but the designation of any such committee and the
delegation  of  authority  thereto  shall not  operate to  relieve  the Board of
Directors,  or any member thereof, of any responsibility imposed on it or him by
law.

         6. Any vacancy in the Board of  Directors,  however  caused or created,
may be filled by the affirmative vote of a majority of the remaining  directors,
though less than a quorum of the Board of Directors.  A director elected to fill
a vacancy shall be elected for the unexpired  term of his  predecessor in office
and until his successor is duly elected and qualified.

                                  ARTICLE VIII
                                    Officers

         The officers of the  Corporation  shall be  prescribed by the Bylaws of
this Corporation.

                                   ARTICLE IX
                             Meeting Of Stockholders

         Meetings of the  stockholders of the Corporation  shall be held at such
place within or without  Delaware and at such times as may be  prescribed in the
Bylaws  of  the  Corporation.  Special  meetings  of  the  stockholders  of  the
Corporation  may be called by the  President  of the  Corporation,  the Board of
Directors,  or by the record  holder or holders of at least ten percent (10%) of
all shares entitled to vote at the meeting.  At any meeting of the stockholders,
except to the extent  otherwise  provided  by law, a quorum  shall  consist of a
majority  of the shares  entitled  to vote at the  meeting;  and, if a quorum is
present,  the  affirmative  vote of the  majority of shares  represented  at the
meeting and entitled to vote thereat shall be the act of the stockholders unless
the vote of a greater number is required by law.



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                                   ARTICLE X
                                     Voting

         When,  with respect to any action to be taken by  stockholders  of this
Corporation,  the laws of Delaware  requires the affirmative vote of the holders
of more than a majority of the outstanding  shares entitled to vote thereon,  or
of any class or series,  such action may be taken by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote on such action.

                                   ARTICLE XI
                                     Bylaws

         The initial Bylaws of the Corporation  shall be adopted by its Board of
Directors. Subject to repeal or change by action of the stockholders,  the power
to alter,  amend, or repeal the Bylaws or to adopt new Bylaws shall be vested in
the Board of Directors.

                                  ARTICLE XII
                         Transactions With Directors And
                            Other Interested Parties

         No contract or other transaction  between the Corporation and any other
corporation,  whether or not a majority  of the shares of the  capital  stock of
such  other  corporation  is  owned  by  the  Corporation,  and  no  act  of the
Corporation  shall in any way be affected or invalidated by the fact that any of
the directors of the Corporation are pecuniarily or otherwise  interested in, or
are  directors  or officers  of,  such other  corporation.  Any  director of the
corporation,  individually,  or any firm with which such  director is affiliated
may be a party to or may be pecuniarily or otherwise  interested in any contract
or transaction of the Corporation;  provided,  however, that the fact that he or
such firm is so  interested  shall be  disclosed or shall have been known to the
Board of Directors of the Corporation,  or a majority thereof,  at or before the
entering into such contract or transaction;  and any director of the Corporation
who is also a  director  or  officer  of such  other  corporation,  or who is so
interested,  may be  counted in  determining  the  existence  of a quorum at any
meeting of the Board of Directors of the Corporation  which shall authorize such
contract  or  transaction,  with like  force  and  effect as if he were not such
director or officer of such other corporation or not so interested.

                                  ARTICLE XIII
                        Limitation Of Director Liability
                               And Indemnification

         No director of the Corporation  shall have liability to the Corporation
or to its  stockholders  or to other security  holders for monetary  damages for
breach of fiduciary duty as a director;  provided, however, that such provisions
shall not eliminate or limit the liability of a director to the  Corporation  or
to its  shareholders or other security holders for monetary damages for: (i) any
breach  of  the  director's  duty  of  loyalty  to  the  Corporation  or to  its
shareholders or other security  holders;  (ii) acts or omissions of the director
not in good faith or which involve intentional misconduct or a knowing violation
of the law by such  director;  (iii) acts by such  director as  specified by the
Delaware  Corporation  Law;  or (iv) any  transaction  from which such  director
derived an improper personal benefit.



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         No officer or  director  shall be  personally  liable for any injury to
person  or  property  arising  out of a tort  committed  by an  employee  of the
Corporation  unless such  officer or  director  was  personally  involved in the
situation giving rise to the injury or unless such officer or director committed
a criminal offense.  The protection afforded in the preceding sentence shall not
restrict other common law protections and rights that an officer or director may
have.

         The word  "director"  shall  include  at least  the  following,  unless
limited  by  Delaware  law:  an  individual  who  is or  was a  director  of the
Corporation  and an individual  who, while a director of a Corporation is or was
serving at the Corporation's request as a director,  officer,  partner, trustee,
employee  or  agent of any  other  foreign  or  domestic  corporation  or of any
partnership,  joint venture, trust, other enterprise or employee benefit plan. A
director  shall be  considered  to be serving an  employee  benefit  plan at the
Corporation's  request if his duties to the Corporation also impose duties on or
otherwise  involve  services  by  him  to  the  plan  or to  participants  in or
beneficiaries  of the plan.  To the extent  allowed by  Delaware  law,  the word
"director"  shall also  include the heirs and  personal  representatives  of all
directors.

         This  Corporation  shall be  empowered  to  indemnify  its officers and
directors to the fullest  extent  provided by law,  including but not limited to
the  provisions  set forth in the  Delaware  Corporation  Law, or any  successor
provision.

                                  ARTICLE XIV
                                  Incorporator

         The name and  address  of the  incorporator  of the  Corporation  is as
follows:

                    Name                        Address
--------------------------------------------------------------------------------
              William T. Hart           1624 Washington Street
                                        Denver, CO 80203


         IN WITNESS WHEREOF,  the undersigned  incorporator has hereunto affixed
his signature on the 5th day of December, 1997.


                                     /s/ William T. Hart
                                     ---------------------------------------
                                     William T. Hart


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