Exhibit No. 1
Western Media Group
Form 10-KSB
File No. 2-71164

                       IONIC CONTROLS, INC.

                       ARTICLES OF AMENDMENT

      I,  the  undersigned, being the duly elected, qualified  and
acting  Secretary of Ionic Controls, Inc., a Minnesota corporation
(the "Company"), do hereby certify that:

      At  a  duly-noticed, convened and held Annual  Meeting,  the
stockholders  of  Ionic Controls,    Inc., on  November  14,  1988
adopted    the   following   Amendment   to   the   Articles    of
Incorporation of Ionic Controls, Inc. , in accordance with Section
302A.135.

                             ARTICLE I
                               NAME

      The  name  of this corporation shall be Western Media  Group
Corporation.

      IN  WITNESS WHEREOF, I have hereunto set my hand as  of  the
17th day of November, 1988.

                                           /s/   Donna   M.   Hoy,
Secretary

STATE OF MINNESOTA  )
                    )ss.
COUNTY OF HENNEPIN  )

      The  foregoing instrument was acknowledged before me on  the
17th day of November, 1988.

                                        /s/ Notary Public

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                          CERTIFICATE OF

               RESTATED ARTICLES OF INCORPORATION OF

                       IONIC CONTROLS, INC.

      Jeffrey  D.  Halpern  and Howard I.  Rutman,  President  and
Secretary,  respectively,  being duly authorized,  by  the  common
shareholders holding more than fifty (50%) percent of  the  issued
and  outstanding stock of Ionic Controls, Inc., do hereby  certify
that  they are the President and Secretary, respectively, of Ionic
Controls,  Inc.,  a corporation organized and existing  under  the
laws of the State of Minnesota, and that the shareholders of Ionic
Controls,  Inc.,  at  a  Special Shareholders'  Meeting,  held  on
December 11, 1980, adopted the following resolutions:

           RESOLVED, that the Articles of Incorporation  of  Ionic
Controls, Inc. be restated as      follows, and that such Restated
Articles  of  Incorporation supersede and take the  place  of  the
existing Articles of Incorporation and all amendments thereto; and

          BE IT FURTHER RESOLVED, that the President and Secretary
of  this  corporation       be,  and hereby  are,  authorized  and
directed  to  execute  and file with the  Secretary  of  State  of
the State of Minnesota such Restated Articles of Incorporation  on
behalf of this corporation.

                             RESTATED
                     ARTICLES OF INCORPORATION
                                OF
                       IONIC CONTROLS, INC.

                             ARTICLE I

                               Name

     The name of this corporation shall be Ionic Controls, Inc.

                            ARTICLE II.

                         Registered Office

     The location and post office address of the registered office
of  this  corporation  shall  be 2288 Caulfield  Plaza,  Woodbury,
Minnesota 55125, County of Washington.

                           ARTICLE III.

                             Duration

     The duration of this corporation shall be perpetual.

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                            ARTICLE IV.

                             Purposes

      The  purposes  for which this corporation is  organized  are
general business purposes.

                            ARTICLE V.

                              Powers

      The  corporation  shall have all of the  powers  granted  or
available  under  the  laws of the State  of  Minnesota  and  laws
amendatory  and supplementary thereto and in addition and  not  in
limitation thereof, the following specific powers:

          (a)   To become surety for or guarantee the carrying out
     or performance of any contract, lease, or obligation,  of any
     kind  of  any  person, firm or corporation in any  connection
     with the carrying on of any business which in the judgment of
     the  Board  of  Directors  of this corporation  shall  be  of
     benefit to this corporation;

          (b)   To  acquire, hold, mortgage, pledge or dispose  of
     the   shares,   bonds,  securities  or  other  evidences   of
     indebtedness of the United States of America, or any domestic
     or  foreign corporation, and while the holder of such shares,
     to exercise all of the privileges of ownership, including the
     right  to  vote  thereon, to the same extent as  any  natural
     person might or could do; and

          (c)  To purchase or otherwise acquire, on such terms and-
     in  such manner as the By-Laws of this corporation from  time
     to  time  provide, and to own and hold shares of the  capital
     stock of this corporation, and to reissue the same from  time
     to time.

                            ARTICLE VI.

                           Capital Stock

     A.   Authorized Shares.

      The  total  authorized number of shares of this  corporation
shall be 25,000,000 all of which shall be common shares of the par
value of $.0l per share.

     B.   Issuance of Shares; Conversion and Option Rights.

     The Board of Directors shall have the authority and power to
accept and reject subscriptions for shares; to allot, sell, issue
and deliver shares, options thereon, purchase or subscription
warrants therefor or other evidence of such option rights; to
grant rights to convert any of the securities of the corporation,
including shares of any class, into shares of the corporation of
any class; and to fix the terms, provisions and conditions of said
options, and said rights to convert, including the option

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 price or prices at which shares may be purchased or subscribed
for and the conversion basis or bases.

     C.   Unpaid Subscriptions.

     If any payment for shares subscribed and allotted is not made
on  the  due date, the corporation may, in addition to  any  other
remedies  provided  by  law,  terminate,  cancel  and  revoke  the
allotment of unpaid shares.

     D.   Unallotted Shares.

      The Board of Directors shall have the authority and power to
fix  and  alter,  from  time to time, in respect  of  shares  then
allotted,  any  or  all of the following: the dividend  rate;  the
redemption price; the liquidation price; the conversion rights and
sinking or purchase fund rights of shares of any class, or of  any
series  of  any  class, or the number of shares  constituting  any
series of any class.

                           ARTICLE VII.

                      Rights of Shareholders

     A.   Preemptive Rights.

      No  holder of the stock of this corporation shall  have  any
preferential,  preemptive or other rights of subscription  to  any
shares  of any class of stock of the corporation allotted or  sold
or  to be allotted or sold and now or thereafter authorized, or to
any  obligations convertible into stock of the corporation of  any
class, nor to any right of subscription or to any part thereof.

     B.   Cumulative Voting.

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

     C.   Quorum for Voting.

      The  presence at any meeting, in person or by proxy, of  the
holders of not less than a majority of the shares entitled to vote
shall constitute a quorum for the purposes of voting.

     D.   Amendments, Mergers, Sale of Assets.

      The  holders  of  a majority of the common  shares  of  this
corporation  then outstanding shall have the power to amend  these
Articles of Incorporation, to adopt an agreement for consolidation
or merger, and to authorize the Board of Directors to sell, lease,
exchange,  or otherwise dispose of all, or substantially  all,  of
the  property and assets of this corporation, including  its  good
will,  upon  such terms and conditions and for such consideration,
which  may  be money, shares, bonds or other instruments  for  the
payment  of  money  or other property, as the Board  of  Directors
deems expedient.

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                           ARTICLE VIII.

                              By-Laws

     The Board of Directors shall have power to make and alter the
By-Laws   of  the  corporation  subject  to  the  power   of   the
shareholders  to  change  or repeal such  By-Laws.  No  By-Law  or
substantially similar By-Law which has been changed or repealed by
shareholders  shall  be enacted by the Board of  Directors  for  a
Period of two years from the date of such shareholders action.

                            ARTICLE IX.

                             Directors

      The names and post office addresses of each of the directors
of this corporation are:

          Name                     Post Office Address
     Norman M. Brody                    1076 West County Road B
                                   Roseville, MN 55113

     Jeffrey D. Halpern                 2288 Caulfield Plaza
                                   Woodbury
                                   St. Paul, MN 55119

     Howard I. Rutman                   6425 Nicollet Avenue South
                                   Minneapolis, M 55423

     David Roden                        3916 Highland Avenue
                                   White Bear Lake, MN 55110

      The  term  of each director shall be for one year  or  until
their successors are duly elected and qualified.

                            ARTICLE X.

                           Miscellaneous

     A.   Certain Transactions.

      In  the  absence of fraud, no contract or other  transaction
between the corporation and any other corporation, and no  act  of
the  corporation, shall in any way be affected or  invalidated  by
the  fact  that  any  of  the directors  of  the  corporation  are
pecunarily  or  otherwise  interested  in,  or  are  directors  or
officers  of,  such  other corporations; and, in  the  absence  of
fraud,  any  director,  individually, or any  firm  of  which  any
director may be a member, may be party-to, or may be pecunarily or
otherwise  interested  in,  any contract  or  transaction  of  the
corporation, provided, in any case, that the fact that he or  such
firm  is so interested shall be disclosed or shall have been known
to  the Board of Directors or a majority thereof; and any director
of the corporation who is

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also a director or officer of any such other corporation or who is
so  interested  may be counted in determining the existence  of  a
quorum at any meeting of the Board of Directors of the corporation
that  shall  authorize any such contract, act or transaction,  and
may   vote  thereat  to  authorize  any  such  contract,  act   or
transaction,  with full force and effect as if he  were  not  such
director  or  officer  of  such  other  corporation  or   not   so
interested.

     B.   Indemnification.

      The corporation shall have the power to indemnify any person
to the full extent permitted by law.

                            ARTICLE XI.

                             Supersede

      The  foregoing  Restated Articles of  Incorporation  are  to
supersede  and  take  the  place  of  the  existing  Articles   of
Incorporation and all amendments thereto.

     IN  TESTIMONY  WHEREOF, the undersigned,  the  President  and
Secretary,  respectively, of Ionic Controls,  Inc.  have  executed
this  Certificate  of Restated Articles of Incorporation  on  this
11th day of December, 1980.


                                        /s/ Jeffery D. Halpern

                                        /s/ Howard I. Rutman

STATE OF MINNESOTA  )
                    )ss.
COUNTY OF RAMSEY    )

     On  this     11th day of December, 1980, before me, a  notary
public,  personally  appeared Jeffrey D.  Halpern  and  Howard  I.
Rutman  President and Secretary, respectively, to me known  to  be
the  persons  named  as President and Secretary,  respectively  of
Ionic Controls, Inc. and who executed the foregoing Certificate of
Restated  Articles of Ionic Controls, Inc., and they  acknowledged
that they executed the same.

                                        /s/ Notary Public

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