EXHIBIT 3A

                        RESTATED ARTICLES OF INCORPORATION
                                      OF
                           HORIZONTAL VENTURES, INC.


      FIRST:    The name of the corporation is Horizontal Ventures, Inc.
    
     SECOND:    The corporation shall have perpetual existence. 
    
      THIRD:    (a)     Purposes.  The nature, objects and purposes of the
business to be transacted shall be to transact all lawful business for which
corporations may be incorporated pursuant to the Colorado Business Corporation
Act.
                (b)     Powers.  In furtherance of the foregoing purposes, the
corporation shall have and may exercise all of the rights, powers and
privileges now or thereafter conferred upon corporations organized under the
laws of Colorado.  In addition, it may do everything necessary, suitable or
proper for the accomplishment of any of its corporation purposes.
    
     FOURTH:    (a)     The aggregate number of shares which the corporation
shall have authority to issue is 50,000,000 shares of common stock having no
par value and 50,000,000 shares of preferred stock having no par value.  The
shares of common stock shall have unlimited voting rights and shall constitute
the sole voting group of the corporation, except to the extent any additional
voting group or groups may hereafter be established in accordance with the
Colorado Business Corporation Act.  The board of directors of the corporation,
by way of a unanimous vote, is authorized, subject to limitations prescribed
by law and the provisions of these Restated Articles of Incorporation, to
provide  for the issuance of the shares of preferred stock in classes or
series, to establish or change the number of shares to be included in each
class or series, and to fix the designation, relative rights and preferences
and limitations of the shares of each class or series.
                (b)     Each shareholder of record shall have one vote for
each share of stock standing in his name on the books of the corporation and
entitled to vote, except that in the election of directors, each shareholder
shall have as many votes for each share held by him as there are directors to
be elected and for whose election the shareholder has the right to vote. 
Cumulative voting shall not be permitted in the election of directors or
otherwise.
                (c)     At all meetings of shareholders, one-third of the
shares of a voting group entitled to vote at such meeting, represented in
person or by proxy, shall constitute a quorum of that voting group.
                (d)     Except as otherwise required by law, matters initiated
by the board of directors shall require for approval that the votes cast in
favor of the matter within each voting group exceed the votes cast against the
matter at a meeting in which a quorum is present.  Except as otherwise
required by law, matters not initiated by the board of directors shall require
for approval the affirmative vote of two thirds of all votes entitled to be
cast within each voting group except that a shareholder initiative to remove a
director shall require only a simple majority vote of those shareholders
present in person or by proxy assuming there is a quorum.
               (e)      No shareholder of the corporation shall have any
preemptive or other right to subscribe for any additional unissued or treasury
shares of stock or for other securities of any class, or for rights, warrants
or options to purchase stock, or for scrip, or for securities of any kind
convertible into stock or carrying stock purchase warrants or privileges.

      FIFTH:     (a)     The number of directors of the corporation shall be
fixed by the bylaws and shall be divided into three groups with staggered
terms.  Each group shall contain one-third the total number of directors, as
near as may be.  The initial board of directors upon filing these Restated
Articles of Incorporation with the Secretary of State of Colorado shall
consist of four directors divided into three groups as follows:  Class A shall
consist of one director designated as the Chairman of the Board; Class B shall
consist of two directors, including the director designated as the Vice
Chairman of the Board; Class C shall consist of the remaining two directors. 
The terms of the Class C directors expire at the first annual shareholders
meeting after their election.  The terms of the Class B directors expire at
the second annual shareholders meeting after their election.  The term of the
Class C director expires at the third annual shareholders meeting after his
election.  Following the expiration of their initial terms, directors shall be
elected for terms of three years to succeed those whose terms expire. 
            
                (b)     The initial directors in each class shall be as
follows:
                  Class A

                  Randeep S. Grewal       10815 Briar Forest Drive
                                          Houston, Texas 77042

                  Class B

                  Dr. Jan F. Holtrop      Van Alkemadelaan
                                          2596 AS The Hague
                                          The Netherlands
             
                  George Andrews          7899 West Frost Drive
                                          Littleton, CO 80123

                  Class C

                  Dirk Van Keulen         Heemraadslag 14
                                          2805 DP Gouda
                                          The Netherlands

                  Donald A. Christensen   48 South Evanston Way
                                          Aurora, Colorado 80012

                 (c)     One or more directors may be removed by the
shareholders with or without cause in the manner provided by the Colorado
Business Corporation Act.

      SIXTH:     The address of the initial registered office of the
corporation is 1700 Lincoln Street, Suite 1800, Denver, Colorado  80203.  The
name of its initial registered agent at such address is Roger V. Davidson,
Esq.  The corporation may conduct part or all of its business in any other
part of Colorado, of the United States or of the world.  It may hold,
purchase, mortgage, lease and convey real and personal property in any of such
places.

    SEVENTH:     The address of the principal office of the corporation is 575
Madison Ave., Suite 1006, New York, New York 10022.

     EIGHTH:     The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and the
same are in furtherance of and not in limitation or exclusion of the powers
conferred by law.

                 (a)     Conflicting Interest Transactions.  As used in this
paragraph, "conflicting interest transaction" means any of the following:  (i)
a loan or other assistance by the corporation to a director of the corporation
or to an entity in which a director of the corporation is a director or
officer or has a financial interest; (ii) a guaranty by the corporation of an
obligation of a director of the corporation or of an obligation of an entity
in which a director of the corporation is a director or officer or has a
financial interest; or (iii) a contract or transaction between the corporation
and a director of the corporation or between the corporation and an entity in
which a director of the corporation is a director or officer or has a
financial interest.  No conflicting interest transaction shall be void or
voidable, be enjoined, be set aside or give rise to an award of damages or
other sanctions in a proceeding by a shareholder or by or in the right of the
corporation, solely because the conflicting interest transaction involves a
director of the corporation or an entity in which a director of the
corporation is a director or officer or has a financial interest, or solely
because the director is present at or participates in the meeting of the
corporation's board of directors or of the committee of the board of directors
which authorizes, approves or ratifies a conflicting interest transaction, or
solely because the director's vote is counted for such purpose if:  (A) the
material facts as to the director's relationship or interest and as to the
conflicting interest transaction are disclosed or are known to the board of
directors or the committee, and the board of directors or committee in good
faith authorizes, approves or ratifies the conflicting interest transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors are less than a quorum; or (B) the material facts
as to the director's relationship or interest and as to the conflicting
interest transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the conflicting interest transaction is specifically
authorized, approved or ratified in good faith by a vote of the shareholders;
or (C) a conflicting interest transaction is fair as to the corporation as of
the time it is authorized, approved or ratified by the board of directors, a
committee thereof or the shareholders.  Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes, approves or ratifies the
conflicting interest transaction.

                 (b)     Loans and Guaranties for the Benefit of Directors. 
Neither the board of directors nor any committee thereof shall authorize a
loan by the corporation to a director of the corporation or to an entity in
which a director of the corporation is a director or officer or has a
financial interest, or a guaranty by the corporation of an obligation of a
director of the corporation or of an obligation of an entity in which a
director of the corporation is a director or officer or has a financial
interest, until at least ten days after written notice of the proposed
authorization of the loan or guaranty has been given to the shareholders who
would be entitled to vote thereon if the issue of the loan or guaranty were
submitted to a vote of the shareholders.  The requirements of this paragraph
(b) are in addition to, and not in substitution for, the provisions of
paragraph (a) of Article EIGHTH.

                 (c)     Indemnification.  The corporation shall indemnify, to
the maximum extent permitted by law, any person who is or was a director,
officer, agent, fiduciary or employee of the corporation against any claim,
liability or expense arising against or incurred by such person made party to
a proceeding because he is or was a director, officer, agent, fiduciary or
employee of the corporation or because he is or was serving another entity as
a director, officer, partner, trustee, employee, fiduciary or agent at the
corporation's request.  The corporation shall further have the authority to
the maximum extent permitted by law to purchase and maintain insurance
providing such indemnification.

                 (d)     Limitation on Director's Liability.  No director of
this corporation shall have any personal liability for monetary damages to the
corporation or its shareholders for breach of his fiduciary duty as a
director, except that this provision shall not eliminate or limit the personal
liability of a director to the corporation or its shareholders for monetary
damages for:  (i) any breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii)
voting for or assenting to a distribution in violation of Colorado Revised
Statutes section 7-106-401 or these Restated Articles of Incorporation if it
is established that the director did not perform his duties in compliance with
Colorado Revised Statutes section 7-108-401, provided that the personal
liability of a director in this circumstance shall be limited to the amount of
the distribution which exceeds what could have been distributed without
violation of Colorado Revised Statutes section 7-106-401 or these Restated
Articles of Incorporation; or (iv) any transaction from which the director
directly or indirectly derives an improper personal benefit.  Nothing
contained herein will be construed to deprive any director of his right to all
defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for contribution
from any other director or other person.

                 (e)     Negation of Equitable Interests in Shares or Rights. 
Unless a person is recognized as a shareholder through procedures established
by the corporation pursuant to Colorado Revised Statutes section 7-107-204 or
any similar law, the corporation shall be entitled to treat the registered
holder of any shares of the corporation as the owner thereof for all purposes
permitted by the Colorado Business Corporation Act including without
limitation all rights deriving from such shares, and the corporation shall not
be bound to recognize any equitable or other claim to or interest in such
shares or rights deriving from such shares on the part of any other person,
including without limitation a purchaser, assignee or transferee of such
shares, unless and until such other person becomes the registered holder of
such shares or is recognized as such, whether or not the corporation shall
have either actual or constructive notice of the claimed interest of such
other person.  By way of example and not of limitation, until such other
person has become the registered holder of such shares or is recognized
pursuant to Colorado Revised Statutes section 7-107-204 or any similar
applicable law, he shall not be entitled:  (i) to receive notice of the
meetings of the shareholders; (ii) to vote at such meetings; (iii) to examine
a list of the shareholders; (iv) to be paid dividends or other distributions
payable to shareholders; or (v) to own, enjoy and exercise any other rights
deriving from such shares against the corporation.  Nothing contained herein
will be construed to deprive any beneficial shareholder, as defined in
Colorado Revised Statutes section 7-113-101(1), of any right he may have
pursuant to Article 113 of the Colorado Business Corporation Act or any
subsequent law.