EXHIBIT 10.19

                              ARTICLES OF MERGER

                                CINEPORTS, INC.
                            (a Nevada corporation)

                                     AND

                               CINEPORTS.COM, INC.
                           (a Delaware corporation)


The undersigned corporations, desiring to merge a Delaware corporation,
Cineports.com, Inc., as the merging corporation, with and into a Nevada
corporation, Cineports, Inc., a wholly-owned subsidiary of Cavalcade of Sports
Media, Inc., as the surviving corporation, hereby sign, seal, and present for
filing these Articles of Merger as required by the corporate law of Nevada, as
follows:

1.  The names of the constituent corporations are:

          Merging Corporation:
                    Cineports.com, Inc., a Delaware corporation, having its
                    principal executive offices at 1000 Vermont Avenue, NW,
                    Suite 450, Washington, D.C. 20005

          Surviving Corporation:
                    Cineports, Inc., a Nevada corporation, having its
                    principal executive offices at 12868 Via Latina, Del Mar
                    92014, which is the subsidiary of Cavalcade of Sports
                    Media, Inc., also a Nevada corporation

2.  The addresses of the corporations are:

     Cineports.com, Inc. (Delaware)     Cineports, Inc. (Nevada)
     1000 Vermont Avenue, NW            12868 Via Latina
     Suite 450                          Del Mar, California 92014
     Washington, D.C. 20005

3.  This merger is permitted under the laws of the States of Delaware and
Nevada.  Cineports.com, Inc. (Delaware) and Cineports, Inc. (Nevada) have
complied with the applicable provisions of the laws of the States of Delaware
and Nevada.

4.  The Plan and Agreement of Merger was adopted by the respective Boards of
Directors and was submitted to the vote of the stockholders of both
corporations and was adopted by majority vote of the shareholders of the
merging corporation and the parent corporation on July 10, 2002.  In both
cases, the approval was by a sufficient vote to authorize the merger under the
respective corporation laws of Nevada and Delaware.

5.  The shares of the Delaware corporation shall be canceled.


ARTICLES OF MERGER
Cineports, Inc. (Nevada)
and Cineports.com, Inc. (Delaware)
PAGE 2


6.  The Articles of Incorporation of Cineports, Inc. (Nevada) will not be
amended in conjunction with the merger.

7.  The merger shall be effective upon the filing of these Articles of Merger
in the state of Nevada.

8.  The surviving corporation agrees that it may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of the
merging corporation, or of any obligation of the surviving corporation arising
from the merger, including any suit or other proceeding to enforce the right
of any stockholders in any appraisal proceedings.  The surviving corporation
irrevocably appoints the Secretary of State of Delaware as its agent to accept
service of process and to send it to:

          Cineports, Inc.
          12868 Via Latina
          Del Mar, California 92014

9.  A copy of the Plan and Agreement of Merger is on file at the offices of
the surviving corporation.  A copy will be furnished by the surviving
corporation, without cost, to any stockholder of a constituent corporation,
upon request.

IN WITNESS WHEREOF, the constituent corporations have executed these Articles
of Merger this 10th day of July, 2002.

                                 CINEPORTS, INC.
                                   (Nevada)

ATTEST:

                                 By:_______________________________
                                    Edward E. Litwak, President

____________________________
Secretary


                                 CINEPORTS.COM, INC.
                                   (Delaware)

ATTEST:

                                 By:________________________________
                                    Jefferson D. Simmons, President
____________________________
Secretary


ARTICLES OF MERGER
Cineports, Inc. (Nevada)
and Cineports.com, Inc. (Delaware)
PAGE 3



                                ACKNOWLEDGMENT

DISTRICT OF COLUMBIA:
                    :ss.
CITY OF WASHINGTON  :


     Personally appeared  before me, a notary public in and for said County
and State, Edward E. Litwak and Richard C. Fox, known to me or duly proved to
me, who stated that they were the President and Acting Secretary,
respectively, of Cineports, Inc., a Nevada corporation and they acknowledged
that they had executed the foregoing Articles of Merger on behalf of
Cineports, Inc. (Nevada) for the purposes stated therein.


                                         ____________________________________


My Commission Expires:


                                ACKNOWLEDGMENT

DISTRICT OF COLUMBIA:
                    :ss.
CITY OF WASHINGTON  :


     Personally appeared  before me, a notary public in and for said County
and State, Jefferson D. Simmons and Arnold P. Lutzker known to me or duly
proved to me, who stated that they were the President and Secretary,
respectively, of Cineports.com, Inc., a Delaware corporation and they
acknowledged that they had executed the foregoing Articles of Merger on behalf
of Cineports.com, Inc. for the purposes stated therein.


                                         ____________________________________

My Commission Expires: