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

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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.

                                  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 )

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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
</TABLE>

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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  acquisitions),
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