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                                                                     EXHIBIT 3


                            ARTICLES OF INCORPORATION

                                       OF

                              HOTEL DISCOVERY, INC.

         The undersigned hereby creates a corporation under Chapter 302A of the
Minnesota Statutes and adopts the following Articles of Incorporation.

                                    ARTICLE 1
                                      NAME

         The name of the Corporation is HOTEL DISCOVERY, INC.

                                    ARTICLE 2
                                REGISTERED OFFICE

         The address of the registered office of the Corporation is 3300 Norwest
Center, 90 South Seventh Street, Minneapolis, Minnesota 55402.

                                    ARTICLE 3
                                     CAPITAL

         A.       The Corporation is authorized to issue one hundred million
                  (100,000,000) shares of capital stock, having a par value of
                  one cent ($.01) per share in the case of common stock, and
                  having a par value as determined by the Board of Directors in
                  the case of preferred stock, to be held, sold and paid for at
                  such times and in such manner as the Board of Directors may
                  from time to time determine in accordance with the laws of the
                  State of Minnesota.

         B.       In addition to any and all powers conferred upon the Board of
                  Directors by the laws of the State of Minnesota, the Board of
                  Directors shall have the authority to establish by resolution
                  more than one class or series of shares, either preferred or
                  common, and to fix the relative rights, restrictions and
                  preferences of any such different classes or series, and the
                  authority to issue shares of a class or series to another
                  class or series to effectuate share dividends, splits or
                  conversion of the Corporation's outstanding shares.

         C.       The Board of Directors shall also have the authority to issue
                  rights to convert any of the Corporation's securities into
                  shares of stock of any class or classes, the authority to
                  issue options to purchase or subscribe for shares of stock of
                  any class or classes, and the authority to issue share
                  purchase or subscription warrants or any other evidence of
                  such option rights which set forth the terms, provisions and
                  conditions thereof, including the price or prices at which
                  such shares may be



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                  subscribed for or purchased. Such options, warrants and
                  rights, may be transferable or nontransferable and separable
                  or inseparable from other securities of the Corporation. The
                  Board of Directors is authorized to fix the terms, provisions
                  and conditions of such options, warrants and rights, including
                  the conversion basis or bases and the option price or prices
                  at which shares may be subscribed for or purchased.

                                    ARTICLE 4
                               SHAREHOLDER RIGHTS

         A.       No shareholder of the Corporation shall have any preemptive
                  rights.

         B.       No shareholder of the Corporation shall have any cumulative
                  voting rights.

                                    ARTICLE 5
                                  INCORPORATOR

         The name and address of the incorporator, who is a natural person of
full age, is:

                                William M. Mower
                               3300 Norwest Center
                             90 South Seventh Street
                        Minneapolis, Minnesota 55402-4140

                                    ARTICLE 6
                WRITTEN ACTION BY LESS THAN ALL OF THE DIRECTORS

         Any action required or permitted to be taken at a Board meeting, other
than an action requiring shareholder approval, may be taken by written action of
the Board of Directors if signed by the number of directors that would be
required to take the same action at a meeting at which all directors were
present.

                                    ARTICLE 7
                         LIMITED LIABILITY OF DIRECTORS

         To the fullest extent permitted by law, a director shall have no
personal liability to the Corporation or its shareholders for breach of
fiduciary duty as a director. Any amendment to or repeal of this Article 7 shall
not adversely affect any right or protection of a director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.




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         IN WITNESS WHEREOF, I have signed my name this 31st day of July, 1997.



                                                 /s/ William M. Mower
                                        --------------------------------------
                                            William M. Mower, Incorporator



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                            ARTICLES OF AMENDMENT
                                     OF
                          ARTICLES OF INCORPORATION
                                     OF
                            HOTEL DISCOVERY, INC.

                                      

         The undersigned President of Hotel Discovery, Inc., a Minnesota
corporation (the "Corporation"), hereby certifies that at a meeting of the
shareholders on May 21, 1998, the following resolution to amend its Articles of
Incorporation were adopted by the shareholders of the Corporation in accordance
with the applicable provisions of the Minnesota Business Corporation Act:

         1.       Article 1 of its Articles of Incorporation is amended to read
                  in its entirety as follows:

                      The name of the Corporation is Cafe Odyssey, Inc.

         IN WITNESS WHEREOF the undersigned has hereunto set his hand this 22nd
day of May, 1998.



                                                     /s/ Ronald K. Fuller
                                                   -----------------------------
                                                   Ronald K. Fuller
                                                   President