Exhibit 3.1(a)
(Filing stamp of the 
Secretary of State for 
Nevada, dated Aug. 15, 1996)


                                  RESTATED
                         ARTICLES OF INCORPORATION

      Gerant Industries, Inc. (the  "Corporation"), a 
corporation organized and existing under the laws of the 
State of  Nevada, does hereby certify:

      1.      The name of the Corporation is Gerant Industries, Inc.  The 
Corporation was originally incorporated under the name SUPER-VIDEO, INC. 
and the original Articles of Incorporation were filed with the Secretary 
of State of the State of Nevada on May 02, 1984.  The name and address of 
the original incorporator's signing the original Articles of 
Incorporation are:

      Daniel Lezak                  1098 Lucerne Way, P.O. Box 7202
                                    Incline Village, Nevada 89450

      Fred Sproule                  P.O. Box 7960
                                    Incline Village, Nevada 89450

      Ray R. Cummings               4208 Minnecota Drive
                                    Thousand Oaks, CA  91360  

      2.      The Corporation is subject, pursuant to Chapter 11 of the 
United States Bankruptcy Code, to the jurisdiction of the United States 
Bankruptcy Court, in the proceeding entitled "In Re Gerant Industries, 
Inc., a Nevada corporation, Debtor," Chapter 11 Case No. LA 94-17852-AA.

      3.      That pursuant to an Order of the Bankruptcy Court, dated 
July 17, 1996, confirming the Corporation's Third Amended Plan of 
Reorganization, and pursuant to the General Corporation Law of the State 
of Nevada, this Restated Articles of Incorporation has been approved, and 
restates, integrates and further amends the provisions of the Articles of 
Incorporation of the Corporation, and the undersigned officers of the 
Corporation have been authorized to execute this Restated Articles of 
Incorporation and to cause it to be filed with the Secretary of the State 
of Nevada.

      4.      The text of the Restated Articles of Incorporation as 
heretofore amended or supplemented is hereby restated and further amended 
to read in its entirety as follows:

      FIRST:       The name of the corporation is XPLORER, S.A. ( 
the "Corporation").

      SECOND:      The address of the Corporation's registered office in 
the state of Nevada is 1098 Lucerne Way, P.O. Box 7202, Incline Village, 
Nevada 89450.  The name of the Corporation's registered agent at such 
address is CD Management, Inc.



                                                                  Exhibit 3.1(a)
<PAGE>       


      THIRD:       The purpose of the corporation is to engage in 
any lawful act or activity for which corporations may be organized under 
the General Corporation Law of the State of Nevada (the "Law").

      FOURTH:      The total number of shares of all classes of stock 
which the Corporation shall have authority to issue is Seventy-Five 
Million, Sixty Million of which shares are of a class designated as 
"Common Stock" having a par value of $.001 per share and Fifteen Million 
of which shares are of a class designated as "Preferred Stock"  having a 
par value of $.001 per share.  As of the date hereof, there are no shares 
of Preferred Stock issued or outstanding.

      FIFTH:       The limitations and relative rights of the 
Common Stock are as follows:

            5.1    VOTING RIGHTS.        Except as otherwise required by 
law or expressly provided herein, each share of  Common Stock shall 
entitle the holder thereof to one vote on each matter submitted to a vote 
of the stockholders of the Corporation.  No cumulative voting is 
permitted in the election of directors.

            5.2    DIVIDEND RIGHTS.      Subject to provisions of law and 
of this Articles of Incorporation, the holders of Common Stock shall be 
entitled to receive dividends at such times and in such amounts as may be 
determined by the Board of Directors of the Corporation.

            5.3    NONASSESSABLITY.      Except as otherwise required by 
law, the Common Stock issued hereunder shall not be subject to any 
assessments whatsoever.

            5.4    PREEMPTIVE RIGHTS.    Except as otherwise required by 
law, the Common Stock issued hereunder shall not be entitled to 
Preemptive Rights.

            5.5    LIQUIDATION RIGHTS.   In the event of any liquidation, 
dissolution or winding up of the Corporation, whether voluntary or 
involuntary (sometimes referred to herein as liquidation), after payment 
or provision for payment to the debts and other liabilities of the 
Corporation and the preferential amounts (if any) to which holders of any 
outstanding Preferred Stock now or hereafter authorized shall be entitled 
upon liquidation, the holders of Common Stock shall be entitled to share 
ratably on a per share basis, together and on an equal basis with the 
holders of Preferred Stock, in the remaining assets of the Corporation.

      SIXTH:       The Board of Directors is authorized, subject to 
limitations prescribed by law and the provisions of Article FOURTH, 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 
Nevada, to establish from time to time the number of shares to be 
included in each such series, and to fix the designation, powers, 
preferences and rights of the shares of each such series and 
qualifications, limitations or restrictions thereof.


                                                                  Exhibit 3.1(a)
<PAGE>             


            6.1    SPECIFIC AUTHORITY.       The authority of the 
Board with respect to each series shall include, but not be limited to, 
determination of the following:

                   (a)  The number of shares constituting 
that series and the distinctive designation of that series;

                   (b)  The dividend or interest rate to be paid on the 
shares of that series, whether dividends shall be cumulative, and, if so, 
from which date or dates, the relative rights of priority, if any, of the 
payment of dividends on shares of that series, and whether 
dividend/interest payments may be paid with Common Stock as well as cash.

                   (c)  Whether that series shall have voting rights, in 
addition to the voting rights provided by law, and, if so, the terms of 
such voting rights;

                   (d)  Whether that series shall have conversion 
privileges, and, if so, the terms and conditions of such conversion, 
including provision for adjustment of the conversion rate in such amounts 
as the Board of Directors shall determine;

                   (e)  Whether or not the shares of that series shall be 
redeemable, and if so, the terms and conditions of such redemption, 
including the date or date upon or after which they shall be redeemable, 
and the amount per share payable in case of redemption, which amount may 
vary under different conditions and at different redemption dates;

                   (f)  The rights of the shares of that series in the 
event of voluntary or involuntary liquidation, dissolution or winding up 
of  the Corporation, and the relative rights of priority, if any, of 
payment to shares of that series;

                   (g)  Any other relative rights, preferences and/or
limitations of that series.


            6.2    DIVIDEND RIGHTS.      Dividends on outstanding shares 
of Preferred Stock shall be paid or declared and set apart for payment 
before any dividends shall be paid or declared and set apart for payment 
on the shares of Common Stock with respect to the same dividend period.

            6.3    LIQUIDATION RIGHTS.   If upon any voluntary or 
involuntary liquidation, dissolution or winding up of the Corporation, 
the assets available for distribution to holders of shares of Preferred 
Stock of all series shall be insufficient to pay such holders the full 
preferential amount to which they are entitled, then such assets shall be 
distributed ratably among the shares of all series of Preferred Stock in 
accordance with the respective preferential amounts (including unpaid 
cumulative dividends, if any) payable with respect thereto.


                                                                  Exhibit 3.1(a)
<PAGE>      


      SEVENTH:     In furtherance and not in limitation of the 
powers conferred by statute and unless otherwise provided herein, the 
Board of Directors is, by action of the Board of Directors, expressly 
authorized to make, alter or repeal the by-laws of the Corporation.  The 
number of directors may from time to time be increased as specified in 
the by-laws of the Corporation, provided, however, that the number of 
directors shall not be less than one.

      EIGHTH:      Meetings of the stockholders may be held within or 
outside of the State of Nevada, as the by-laws of the Corporation may 
provide.  The books of the Corporation may be kept outside the State of 
Nevada at such place or places as may be designated from time to time by 
the Board of Directors of the Corporation or in the by-laws of the 
Corporation.  Election of the directors need not be by written ballot 
unless the by-laws of the Corporation so provide.

      NINTH:       No director of the Corporation shall be personally 
liable to the Corporation or its stockholders for monetary damages for 
breach of his fiduciary duty as a director; provided, however, that this 
provision shall not eliminate or limit the liability of a director (1) 
for any breach of the director's duty of loyalty to the Corporation or 
its stockholders,  (2) for any acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law,  (3) 
under the General Corporation Law of the State of Nevada, or  (4) for any 
transaction from which the director derived an improper personal benefit.

      TENTH:       The Corporation shall indemnify, in accordance with 
and to the full extent now or hereafter permitted by law, any person who 
was or is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (including, without limitation, an action 
by or in the right of the Corporation), by reason of his acting as a 
director or officer of the Corporation (and the Corporation, in the 
descretion of the Board of Directors, may so indemnify a person by reason 
of the fact that he is or was an employee of the Corporation or is or was 
serving at the request of the Corporation in any other capacity for or on 
behalf of the Corporation) against any liability or expense actually and 
reasonably incurred by such person in respect thereof.  Such 
indemnification is not exclusive of any other right to indemnification 
provided by law or otherwise.  Expenses incurred by an officer or 
director in defending a civil or criminal action, suit or proceeding 
shall be paid by the Corporation in advance of the final disposition of 
such action, suit, or proceeding upon receipt of an undertaking by or on 
behalf of such officer or director to repay such amount if it shall 
ultimately be determined that such officer or director is not entitled to 
be indemnified.  The right to indemnification and advancement of expenses 
on the condition specified herein conferred by this Article shall be 
deemed to be a contract between the Corporation and each person referred 
to herein.

      ELEVENTH:    No amendment to or repeal of Article 
NINTH OR TENTH of this Articles of Incorporation shall apply 
to or have any effect on the rights of any individual 


                                                                  Exhibit 3.1(a)
<PAGE>


referred to in Article NINTH OR TENTH for or with 
respect to acts or omissions of such individual occurring 
prior to such amendment or repeal.

      TWELFTH:     The Articles of Incorporation of the Corporation, as 
herein amended, shall constitute a restatement of and shall supersede the 
Articles of Incorporation of the Corporation, as previously amended.

      IN WITNESS WHEREOF,  the Corporation has caused this restated 
Articles of Incorporation to be signed by it authorized Director and 
Secretary, hereunto duly authorized, this 30th day of July, 1996.


                              Gerant Industries, Inc.


                              By:_________________________
                                    Jerry L. Burdick, 
Director

ATTEST:


____________________________
Jerry L. Burdick, Secretary



                                                                  Exhibit 3.1(a)
<PAGE>



                  THIS FORM SHOULD ACCOMPANY RESTATED ARTICLES
                   OF INCORPORATION FOR A NEVADA CORPORATION
                            (PURSUANT TO NRS 78.403)

1.  Name of corporation:  Gerant industries, inc.
2.  Date of adoption of amended and Restated Articles:  5th day of July 1996
3.  If the articles were amended, please indicate what changes have been made:
    (a)  Was there a name change?  Yes [ x ]  No [   ]
    If yes, what is the new name?

         EXPLORER, SA.

    (b) Did you change the resident  agent?  Yes [ x ] No [  ].
    If yes, please indicate the new resident agent and address.

         CD Management, Inc.
         1048 Lucerne Way
         P.O. Box 7202
         Incline Village, NV 89452

    Please attach the resident agent acceptance certificate
    (c) Did you change the purposes Yes [   ] No[ x ]  Did you add Banking? [  ]
    Gaming?[  ] Insurance [  ] None of these? [  ]
    (d) Did you change the capital stock Yes [ x ] No [  ]  If yes, what is the
    new capital stock?

         75,000,000 Shares; 60,000,000 Shares Common Stock, 15,000,000 shares
         preferred stock.

    (e) Did you change the directors?  Yes [ x ]  No [  ].  
    If yes, indicate the change:

         See Attached Copies of Officers and Directors

    (f) Did you add the director's liability provision?  Yes [ x ] No [   ].
    (g) Did you change the period of existence?  Yes [   ] No [ x ]
    If yes, what is the new existence?
                                                               

    (h) If none of the above apply, and you have mended or modified the articles
    how have you amended the articles?




/s/ Thomas C. Roddy
President,               August 9, 1996

(Notary Seal and signature)

(Stamp of the Secretary of State for Nevada,
dated Aug. 15, 1996)


                                                                  Exhibit 3.1(a)