EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                                 LEGHORN, INC.

         The undersigned  incorporator,  being a natural person, 18 years of age
or older, in order to form a corporate entity under Minnesota Statutes,  Chapter
302A, hereby adopts the following Articles of Incorporation:

                                    ARTICLE I

         The name of the corporation is Leghorn, Inc.

                                   ARTICLE II

         The registered office of the corporation is located at 320 E. Main St.,
Anoka, Minnesota 55303, and the registered agent at that address is Carla Wirth.

                                   ARTICLE III

         The name and address of the  incorporator is Gary A.  Larvinson,  11409
91st Street, Clear Lake, Minnesota.

                                   ARTICLE IV

         The   corporation  is  authorized  to  issue  an  aggregate   total  of
150,000,000 shares.

                                    ARTICLE V

         In  addition  to the  powers  granted  to the  Board  of  Directors  by
Minnesota  Statutes,  Chapter 302A,  the Board of Directors of this  Corporation
shall have the power and authority to fix by resolution any designation,  class,
series, voting power, preference, right, qualification, limitation, restriction,
dividend, time and place of redemption, and conversion right with respect to any
stock of the corporation.

                                   ARTICLE VI

         Any action  required  or  permitted  to be taken at any  meeting of the
Board of Directors may be taken without a meeting by written  action signed by a
majority of the Board of Directors  then in office,  except as to those  matters
which require  shareholder  approval,  in which case the written action shall be
signed by all members of the Board of Directors then in office.


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                                   ARTICLE VII

         No  holder  of  stock of this  corporation  shall  be  entitled  to any
cumulative voting rights.

                                  ARTICLE VIII

         No holder of stock of this  corporation  shall  have any  preferential,
pre-emptive,  or other  rights  of  subscription  to any  shares of any class or
series of stock of this  corporation  allotted or sold or to be allotted or sold
and now or hereafter authorized, or to any obligations or securities convertible
into  any  class  or  series  of stock  of this  corporation,  nor any  right of
subscription to any part thereof.

  IN  WITNESS   WHEREOF,   the  Incorporator  has  executed  these  Articles  of
Incorporation, this 13th day of June, 1996.

                                                           /s/ Gary A. Larvinson
                                                           ---------------------
                                                               Gary A. Larvinson

STATE OF MINNESOTA )
                   )
COUNTY OF HENNEPIN )

Subscribed and sworn to before me    CONNIE I. KRINKE
STATE OF MINNESOTA
this 13th day of June, 1996.         NOTARY PUBLIC - MINNESOTA
DEPARTMENT OF STATE
                                     SHERRURNE COUNTY

FILED                                MY COMMISSION EXPIRES 1-07-99

JUNE 28, 1996

/s/ Connie I. Krinke
Joan Anderson Grove
Secretary of State
Notary Public


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                              ARTICLES OF AMENDMENT

                                       OF

                                  LEGHORN, INC.

         The  undersigned  corporation  hereby adopt the  following  Articles of
Amendment, which replace the following Articles:

                                    ARTICLE I

         The name of the corporation is Purchase Point Media Corporation.

                                   ARTICLE IX

         Minnesota     Statutes     sections     302A.671     (Control     share
acquis-itions),302A.673  (Business  combinations) and 302A.675  (Takeover offer;
fair price) shall not apply to this corporation.

         IN WITNESS WHEREOF,  this amendment to the Articles of Incorporation is
executed this 25th day of April 1997.

                                                                /s/ Brian A. Neh
                                                                ----------------

  The amendment was adopted by the shareholders, on the 25th day of April, 1997.

                                                                /s/ Brian A. Neh
                                                                ----------------

STATE OF MINNESOTA
FILED - DUPLICATE COPY
APR 25 1997
/s/ Joan Anderson Grove
Secretary of State