SHARE EXCHANGE AGREEMENT

         THIS SHARE EXCHANGE AGREEMENT (THE "AGREEMENT") is entered into as of
the 17th day of  April,  2000,  by and among  Interspace  Enterprises,  Inc.,  a
Delaware  corporation ("IEI") and Prudential  Overseas Company,  Ltd. ("POC") an
International Business Corporation.

         WHEREAS,  IEI is authorized to issue up to 20,000,000  shares of common
stock,  $.01 par value ("IEI Common Stock") of which 6,668,200 shares are issued
and outstanding; and

         WHEREAS POC ARE OWNERS OF ALL 672,000 ISSUED AND OUTSTANDING  shares of
common stock of Marathon Marketing Corporation ("MM"); and

         WHEREAS the respective Boards of Directors of IEI and POC believe it to
be in the best interests of their  respective  corporations and shareholders for
POC to  exchange  its shares in MM on a  one-for-one  basis for shares of common
stock of IEI, in order to facilitate the merger of IEI into MM.

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
representations,  warranties,  covenants and agreements  herein  contained,  the
parties hereto do hereby agree as follows:

         1.  EFFECTIVE DATE.  The transactions contemplated  by  this  Agreement
shall be completed with an effective date ("Effective Date") no later than April
17, 2000

         2.  EXCHANGE  OF CAPITAL  STOCK OF MM. As of the  Effective  Date,  the
shares of MM common  stock  owned by POC shall be  exchanged  into shares of IEI
Common Stock in the following manner:

                  (a) Each issued and outstanding  share of MM Stock held by POC
shall,  by  virtue  of this  agreement,  be  exchanged  for one  fully  paid and
nonassessable share of IEI common stock;

                  (b)  After  the  Effective   Date,  POC  shall  surrender  all
outstanding certificates  representing shares of MM Stock ("Old Certificate") to
IEI,  and POC shall be  entitled  upon such  surrender  to receive  in  exchange
therefor a  certificate  for that number of shares of IEI Common Stock which POC
is entitled to receive under Section 2(a) of this Agreement.  Until  surrendered
as contemplated by this sub-section, each Old Certificate for shares of MM stock
shall be deemed at all times after the Effective  Date to represent and evidence
ownership  of that number of shares of IEI Common Stock into which the shares of
MM  Stock  theretofore  represented  by such Old  Certificate  shall  have  been
converted pursuant to Section 2(a) hereof.

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         3.  REPRESENTATIONS  AND  WARRANTIES  OF IEI.   In   contemplation   of
this  Agreement,  IEI does  hereby  represent,  warrant,  covenant  and agree as
follows:

                  (A) ORGANIZATION AND QUALIFICATION.  IEI is a corporation duly
organized,  validly  existing,  and in good standing under the laws of Delaware,
with all  requisite  power and  authority to own,  lease,  license,  and use its
properties  and assets and to carry on the  business in which it is now engaged.
IEI is duly  qualified to transact the business in which it is engaged and is in
good  standing  as a  foreign  corporation  in every  jurisdiction  in which its
ownership,  leasing,  licensing,  or use of property or assets or the conduct of
its business makes such qualification necessary.

                  (B) IEI COMMON STOCK. All of the shares of IEI Common Stock to
be issued by IEI  pursuant to this  Agreement  shall be and be deemed to be duly
and validly  authorized and, when issued to the  shareholders of POC in exchange
for their  common  stock in MM,  are duly and  validly  issued,  fully  paid and
nonassessable and free and clear of all federal and state issuance, stock and/or
company taxes, liens, claims, encumbrances and charges.

         4.  REPRESENTATIONS  AND  WARRANTIES  OF POC.   In   contemplation   of
this  Agreement,  POC does  hereby  represent,  warrant,  covenant  and agree as
follows:

                  (A)  AUTHORITY.  POC has all requisite  power and authority to
execute,   deliver,   and  perform  this  Agreement.   All  necessary  corporate
proceedings  of POC have  been or as of the  Effective  Time will have been duly
taken to authorize the execution, delivery, and performance of this Agreement by
POC.

                  (B) MM COMMON  STOCK.  All of the shares of MM Common Stock to
be transferred  by POC to IEI pursuant to this Agreement  shall be and be deemed
to be duly and validly  authorized and, when  transferred to IEI in exchange for
IEI common stock, are duly and validly issued,  fully paid and nonassessable and
free and clear of all federal and state  issuance,  stock and/or  company taxes,
liens, claims, encumbrances and charges.

                  (C) PURCHASE FOR  INVESTMENT  PURPOSES  ONLY. POC is acquiring
the IEI Common Stock as a result of the exchange for  investment  purposes  only
and  not  with  the  view  to the  resale  or  distribution  thereof.  POC is an
"accredited  investor"  under  the  regulations  promulgated  under the 33Act or
otherwise  meets  one  of  the  definitions  for  persons  entitled  to  acquire
unregistered  securities pursuant to an exemption from registration under the 33
Act.  Neither POC nor its  shareholders  have  received  and/or  relied upon any
representations  or  warranties  from IEI other  than  those  contained  in this
Agreement and the attached  schedules or exhibits  hereto.  POC  represents  and

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warrants that it and its  shareholders  have such  knowledge  and  experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of its investment in IEI Common Stock. POC and its shareholders understand
and acknowledge  that the IEI Common Stock has not been registered under the Act
or under any state  securities  act and are being  issued to POC  pursuant to an
exemption  from  registration  under  the Act.  The  reliance  by IEI upon  such
exemption is predicated upon the representations and warranties of POC contained
herein. In this regard, POC and its shareholders understand and agree that there
may be affixed to the  certificates  representing the shares of IEI Common Stock
acquired by POC  hereunder a legend  advising  of the  unregistered,  restricted
nature of the shares.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
of the day and year first above written.

                                               Interspace Enterprises, Inc.

                                               BY:/s/Daniel P. Murphy
                                               Daniel P. Murphy, President


                                               Prudential Overseas Company, Ltd.

                                               By:/s/Magaus Timmerby
                                               Magaus Timmerby, President