Exhibit 10.A   

                         ARTICLES OF INCORPORATION
                                   OF
                             OTC America, Inc.

          The undersigned, who if a natural person, is more than eighteen
years of age, hereby establishes a corporation pursuant to the Statutes of
Colorado and adopts the following Articles of Incorporation:

          FIRST:  The name of the corporation is OTC America, Inc.

          SECOND:  The corporation shall have perpetual existence. 

          THIRD:     (a)     Purposes.  The nature, objects and purposes of
the business to be transacted shall be as follows:
                             (i)     To engage in all aspects of providing
marketing, public relations and support services to public companies and
companies conducting public offerings.
                             (ii)    To purchase, improve, develop, subdivide,
lease, exchange, sell, dispose of, mortgage, pledge and otherwise deal in and
turn to account, real estate or any interest therein; to purchase, lease,
alter, remodel, build, construct, erect, occupy and manage buildings and
improvements of every kind and character whatever; and to finance the
purchase, improvement, development and construction of land, buildings or
other improvements to real estate or any interest therein.
                             (iii)   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 150,000,000 shares of common
stock having $.0001 par value per share.  The shares of this class 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.
                     (b)     The corporation may also issue up to 20,000,000
shares of non-voting preferred stock having no par value.  The preferred stock
of the corporation shall be issued in one or more series as may be determined
from time to time by the Board of Directors.  In establishing a series, the
Board of Directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof.  All shares in a series shall be alike.  Each series may vary in the
following respects:  (1) the rate of the dividend; (2) the price at the terms
and conditions on which shares shall be redeemed; (3) the amount payable upon
shares in the event of involuntary liquidation; (4) the amount payable upon
shares in the event of voluntary liquidation; (5) sinking fund provisions for
the redemption of shares; (6) the terms and conditions on which shares may be
converted if the shares of any series are issued with the privilege of
conversion; and (7) voting powers.
                     (c)     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.
                     (d)     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.
                     (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:  The number of directors of the corporation shall be fixed by
the bylaws.  One director shall constitute the initial board of directors. 
The names and addresses of the initial director is as follows:
     L. Thomas Tarantelli             1 Vineyard Hill
                                      Fairport, NY  14450

          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. 
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 initial principal office of the
corporation is 1 Vineyard Hill, Fairport, New York  14450.

          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 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 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.

          NINTH:  The name and address of the incorporator is:
          Nicole A. Elias             1700 Lincoln St., Suite 1800
                                      Denver, CO 80203

          DATED the 3rd day of October, 1997.


                                    /s/ Nicole A. Elias
                                    ______________________________________
                                    Nicole A. Elias, Incorporator

          Roger V. Davidson hereby consents to the appointment as the initial
registered agent for the corporation.
                                    /s/ Roger V. Davidson
                                    _____________________________________
                                    Roger V. Davidson
                                    Initial Registered Agent