ARTICLES OF MERGER CAYENNE ENTERTAINMENT, INC. INTO BOEING RUN, INC.

                              ARTICLES OF MERGER

These Articles of Merger ("Articles") made and entered into this date below,
by and between Cayenne Entertainment, Inc., a Nevada corporation (hereinafter
referred to as "CEI") and Boeing Run Incorporated, a Colorado corporation
(hereinafter referred to as "BRI") are adopted pursuant to the requirements of
the Nevada Revised Statues and the Colorado Corporation Revised Statues. All
such laws permit the merger described hereinafter, subject to the terms and
conditions set forth as follows:

                                 ARTICLE I
                 INCORPORATION AND SURVIVING CORPORATION

CEI was organized in accordance with the laws of the State of Nevada on
November 13, 2000 CEI's capitalization is 50,000,000 shares of $0.001 per
value common stock and 1,000,000 shares of $0.001 per value preferred stock.,
of which 685,000 shares of common stock are outstanding.

BRI was incorporated in accordance with the laws of the State of Colorado on
April 9, 1998. BRI's capitalization is 20,000,000 shares of no per value
common stock and 5,000,000 shares of non-voting preferred stock. BRI is the
surviving corporation.

                                 ARTICLE II
                               BOARD APPROVAL

This Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
required Nevada and Colorado Statues.

Approved by the Board of Directors of CEI on March 31, 2001 and BRI on March
31, 2001.

                                ARTICLE III
                          STOCKHOLDER APPROVAL

The ARTICLES OF MERGER and AGREEMENT OF MERGER was adopted by the stockholders
of CEI at its Special meeting held on April 2, 2001. There were present in
person or by Proxy all shareholders representing 685,000 of the outstanding
shares. CEI has two classes of stock with only common shares outstanding. Each
share of common stock is entitled to one (1) vote on all matters submitted to
its stockholders. There were no shares voting against the merger and no shares
abstaining.

The ARTICLES OF MERGER and AGREEMENT OF MERGER was adopted by the stockholders
of BRI at its Special meeting held on April 5, 2001. There were present in
person or by Proxy all shareholders representing 1,505,000 of the outstanding
shares. BRI has one class of stock which is entitled to one (1) vote on all
matters submitted to its stockholders. There were no shares voting against the
merger and no shares abstaining.

The number of votes cast in favor of the merger by the stockholders of both
CEI and BRI were sufficient for approval of the merger by the stockholders of
each corporation.

                                 ARTICLE IV
                       CERTIFICATE OF INCORPORATION

The Certificate of Incorporation, including all amendments thereto, of Boeing
Run Incorporated, the surviving corporation, shall be its Certificate of
Incorporation.

                                 ARTICLE V
                            EXCHANGE OF SHARES

CEI Stockholders shall surrender all their stock certificates representing
685,000 shares (100% of the outstanding stock) for 575,000 shares of BRI
common stock. CEI shares surrendered to BRI shall be canceled and retired by
BRI. Pursuant to this merger all minutes of CEI are adopted to and become
minutes of BRI.

                                 ARTICLE VI
                         DISSENTING SHAREHOLDERS

The surviving BRI shall comply with the provisions of applicable law with the
appraisal of and reasonable payment for stock of BRI stockholders that
objected, if any, to this merger. Reasonable payments for dissenting CEI and
BRI stockholders and the reasonable cost of all proceedings in connection with
all matters necessary to be performed in connection therewith will be at BRI's
expense.

                                ARTICLE VII
                             PRINCIPLE OFFICE

The AGREEMENT OF MERGER executed by CEI and BRI, effective April 6, 2001 is on
file at the principle place of business of CEI and BRI located at 5527 East
Camelback Road, Phoenix, Arizona 85018.

                               ARTICLE VIII
                    COPY OF THE AGREEMENT OF MERGER

A copy of the AGREEMENT OF MERGER will be furnished by BRI, the surviving
corporation, on request and without cost, to any stockholder of any
corporation which is party to this merger.

                               ARTICLE IX
                             EFFECTIVE DATE

The effective date of this merger shall be the date these ARTICLES OF MERGER
are filed with the Secretary of the States of Colorado and Arizona.

IN WITNESS WHEREOF, these ARTICLES OF MERGER, having been duly approved by a
resolution of the Boards of Directors and Stockholders of BRI and CEI, are
executed by the President and Secretary of CEI this 6th day of April, 2001.

CAYENNE ENTERTAINMENT, INC.



/s/ Gordon LeBlanc, Jr.                   /s/ Kay Leblanc
Gordon LeBlanc, Jr. as its President      Kay LeBlanc, as its Secretary

NOTARY: I hereby attest that Gordon LeBlanc, Jr. and Kay LeBlanc on this day
of April 18, 2001 did in fact personally appear in my presence and sign their
names affixed above.

I /s/ Marian B. Creel of Maricopa County, Arizona am duly authorized Notary.

My Commission Expires on: March 24, 2003