AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement")  is entered into as of
the 12 day of April, 2000, by and among Interspace Enterprises, Inc., a Delaware
corporation("IEI") and Marathon Marketing Corp., a Colorado corporation ("MM")

         WHEREAS,  IEI is authorized to issue up to 25,000,000  shares of common
stock,  $.0001 par value  ("IEI  Common  Stock") of which  6,668,200  shares are
issued and outstanding; and

         WHEREAS MM is  authorized  to issue up to  40,000,000  shares of common
stock,  $.0001 par value ("MM Stock");  of which  672,000  shares are issued and
outstanding; and

         WHEREAS the respective  Boards of Directors of IEI and MM believe it to
be in the best interests of their  respective  corporations and shareholders for
IEI to  merge  with  and  into  MM (MM  and  IEI  sometimes  referred  to as the
"Constituent  Corporations") upon the terms and conditions herein contained; and
in connection therewith have each adopted, approved and authorized the execution
and delivery of this Agreement and Plan of Merger (the "Agreement"); and

         WHEREAS,  the Boards of  Directors  of MM and IEI have  submitted  this
Agreement and the subject merger to their  shareholders for approval as required
by the corporate law of the respective States of incorporation.

         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:

                                    I. MERGER

         1.01 EFFECTIVE TIME. The merger contemplated by this Agreement shall be
effective on the date and time that the  Certificate of Merger is filed with the
Secretary of State of the State of Delaware (the "Effective Time").

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         1.02 MERGER.  Upon the terms and subject to the conditions set forth in
this Agreement,  and in accordance with the General Corporation Law of the State
of Delaware  (the "GCL"),  IEI shall be merged with and into MM at the Effective
Time (the "Merger").  As of the Effective Time, the separate corporate existence
of IEI shall  cease and MM shall  continue  as the  surviving  corporation  (the
"Surviving Corporation") under the new name of Interspace Enterprises,  Inc. and
shall succeed to and assume all the rights and  obligations of IEI in accordance
with the Colorado  Revised  Statutes.  Without  limiting the  generality  of the
foregoing:

                  (a) MM,  as the  surviving  corporation,  shall  continue  its
corporate  existence  under the laws of the State of Colorado and shall  possess
all of the rights,  privileges,  immunities,  powers,  franchises  and authority
(both  public  and  private)  of,  and be  subject  to all of the  restrictions,
disabilities and duties of, MM and IEI;

                  (b) all of the  assets  and  property  of IEI of  every  kind,
nature  and  description  (real,  personal  and  mixed  and  both  tangible  and
intangible) and every interest therein,  wheresoever located,  including without
limitation  all debts or other  obligations  belonging  or due to IEI, all stock
subscriptions, claims and chooses in action shall be and be deemed to be vested,
absolutely and  unconditionally in MM (to the same extent,  degree and manner as
previously vested in IEI);

                  (c) all debts and  obligations of IEI, all rights of creditors
of IEI and all liens  encumbering  any of the property of IEI vested in MM shall
remain in full force and effect without  modification or impairment and shall be
and be deemed to be enforceable  against MM and its assets and  properties  with
the same full force and effect as if such debts,  obligations  or liens had been
originally incurred or created by MM in its own name and for its own behalf.

         1.03 CLOSING.  Subject to the satisfaction or waiver of the last of the
conditions  set forth in Article VI hereof,  the closing of the Merger will take
place at 10:00 am on April 12, 2000,  at the law offices of MICHAEL A.  LITTMAN,
10200 W. 44TH Avenue,  Suite 400,  Wheat Ridge,  Colorado 80033 or at such other
time and place as the  parties  to this  Agreement  shall  agree  (the  "Closing
Date").  Subject to the terms and conditions of this  Agreement,  on the Closing
Date:  (a) the parties  hereto  shall each  deliver to the other the  documents,
agreements,  payments and consideration  required to be delivered by each to the
other  party  hereto  as  herein  expressly  provided  and (b)  the  Constituent
Corporations shall execute two originals of a Certificate of Merger in the forms
required  for filing with the  Secretary's  of State of Delaware  and  Colorado,
which  Certificates of Merger shall be filed by the parties with the Secretary's
of State of Delaware and  Colorado  immediately  after  execution on the Closing
Date.  Subsequent to the Closing the parties  hereto shall  thereafter  execute,
acknowledge, deliver and/or record such other and further instruments, documents
or certificates  and/or take an perform such other and further actions as may be
required to effect and/or implement the merger.

         1.04 NAME. The name of the Surviving  Corporation shall be "Interspace
Enterprises, Inc."

         1.05 CONSTITUTIONAL  DOCUMENTS,  DIRECTORS AND OFFICERS.  On and as of
the Effective Time:

                  (a) The  Certificate  of  Incorporation  of MM on such date in
full force and effect shall be the  Certificate of  Incorporation  of MM, as the
surviving  corporation,  until the same  shall be  altered,  amended,  modified,
terminated or rescinded in the manner provided by the Colorado Revised Statutes;
which  rights  of  alteration,  amendment,   modification,   termination  and/or
rescission are hereby expressly reserved by MM;

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                  (b) The  By-Laws of MM on such date in full force and  effect,
shall be the By-Laws of MM, as the surviving  corporation,  until the same shall
be altered, amended, modified, terminated or rescinded in the manner provided in
the  Certificate  of  Incorporation  and/or the GCL; which rights of alteration,
amendment,  modification,  termination  and/or  rescission are hereby  expressly
reserved by MM;

                  (c) The members of the Board of Directors, and the officers of
MM, the  Surviving  Corporation,  shall consist of the directors and officers of
IEI  immediately  prior to the  Effective  Time;  each to serve in such capacity
until the earlier of their  resignation or removal or until their successors are
duly elected and qualified.

         1.06  PRINCIPAL   OFFICE.   The  principal  office  of  the  Surviving
Corporation shall be 7825 Fay Avenue, Suite 200, La Jolla, CA 92037.


II. EFFECT OF MERGER ON CAPITAL STOCK OF CONSTITUENT  CORPORATIONS - EXCHANGE OF
CERTIFICATES


         2.01  CONVERSION OF CAPITAL STOCK OF IEI. As of the Effective Time, the
shares of IEI Stock shall be converted  and  exchanged  into shares of MM Common
Stock and cash consideration in the following manner:

                  (a) Each issued and  outstanding  share of IEI Stock shall, by
virtue of the merger and without  any action on the part of the holder  thereof,
be converted and  exchanged  into one fully paid and  nonassessable  share of MM
Common Stock;

                  (b)  After the  Effective  Time,  each  holder,  other  than a
Dissenting  Shareholder,  of an  outstanding  certificate  which  prior  to  the
Effective Time represented  shares of IEI Stock shall surrender such certificate
("Old Certificate") to MM, and such holder shall be entitled upon such surrender
to receive in exchange  therefor a  certificate  for that number of shares of MM
Common Stock which such holder is entitled to receive under  Section  2.01(a)(i)
of this Agreement.  Until surrendered as contemplated by this sub-section,  each
Old  Certificate  for shares of IEI Stock shall be deemed at all times after the
Effective  Time to represent  and evidence  (for all  corporate  purposes)  that
number  of  shares  of MM  Common  Stock  into  which  the  shares  of IEI Stock
theretofore  represented  by such Old  Certificate  shall  have  been  converted
pursuant to Section  2.01(a)(i)  hereof.  From and after the Effective  Time the
sole rights of the holders of Old Certificates  representing shares of IEI Stock
shall be those to which  they are  entitled  as owners of MM Common  Stock  into
which the  shares  of IEI Stock  evidenced  by such Old  Certificates  have been
converted as herein provided;

                  (c)  Upon  the   issuance  of  the  MM  Common  Stock  to  the
shareholders  of IEI as herein  provided  in  exchange  for their  shares of IEI
Stock,  there shall be credited to the capital of MM an amount  equal to the net
book  value of the  shares of MM Common  Stock so  issued;  and of the amount so
credited, the portion thereof in excess of the aggregate par value thereof shall
be credited to the capital surplus account.

                  (d)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  any issued and  outstanding  shares of IEI Stock held by a person who
complies  with all of the  provisions of Delaware law  concerning  the rights of
holders  of IEI Stock to object to the  Merger and  require  appraisal  of their
shares ("Dissenting Shares" and "Dissenting  Shareholders",  as the case may be)
shall not be  converted  as  described  in Section  2.01(a)  but shall,  instead
entitle the holder thereof to receive such consideration as may be determined to
be due to such  Dissenting  Shareholder  pursuant to Delaware law. If, after the
Effective Time, such Dissenting  Shareholder  withdraws his demand for appraisal
or fails to  perfect  or  otherwise  loses his right of  appraisal  pursuant  to
Delaware  law,  each of his  shares  shall be deemed to be  converted  as of the
Effective time into the MM Common Stock specified in ss.2.01(a).

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                    III. REPRESENTATIONS AND WARRANTIES OF MM

         In order to induce IEI to execute and perform this  Agreement,  MM does
hereby   represent,   warrant,   covenant  and  agree  (which   representations,
warranties, covenants and agreements shall be and be deemed to be continuing and
survive  the  execution  and  delivery  of this  Agreement,  the Closing and the
Effective Time) as follows:

         3.01     ORGANIZATION AND QUALIFICATION

                  (a) MM is a corporation duly organized,  validly existing, and
in good  standing  under  the laws of  Colorado,  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. MM 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) MM has furnished to IEI its  Certificate of  Incorporation
and  By-Laws,  as  presently  in  effect,  certified  by  the  Secretary  of the
corporation.  MM is not in material  violation  or breach of, or in default with
respect to, any term of its Certificate of Incorporation or By-Laws.

         3.02  CAPITALIZATION  The  authorized  capital  stock of MM consists of
40,000,000  shares of MM Common  Stock of which  672,000  shares were issued and
outstanding as of April 4, 2000.

         3.03 ABSENCE OF  LITIGATION.  There is no action,  lawsuit,  proceeding
or investigation of any kind or nature pending or, to its knowledge,  threatened
against MM before any court, tribunal or administrative agency or board which it
reasonably  expects,  individually  or  in  the  aggregate,  to  materially  and
adversely:  (a) affect  the  solvency  of MM, (b) affect its  ability to perform
hereunder,  or (c)  render any one or more of this  Agreement  and/or any of the
agreements  referred to herein and/or the  transactions  contemplated  hereunder
void or voidable.

         3.04  CONTRACTS AND OTHER  INSTRUMENTS.  MM is not a party to nor it or
its assets bound by any agreement of any kind,  nature or description  except as
set forth in the Registration  Statement. MM is not in breach or violation of or
default  under any contract or instrument to which MM is a party and/or by which
its assets are bound;  and no event has occurred which with the lapse of time or
action by a third party could  result in a breach or  violation of or default by
MM under any contract or other  instrument to which MM is a party of by which it
or any of its assets are bound or affected, nor is there any court or regulatory
order  pending  against or  affecting  MM and/or any of its assets.  MM is not a
party to any agreement performable in the future.

         3.05  AUTHORITY MM has all  requisite  power and  authority to execute,
deliver, and perform this Agreement.  All necessary corporate  proceedings of MM
have been or as of the Effective Time will have been duly taken to authorize the
execution, delivery, and performance of this Agreement by MM. This Agreement has
been duly  authorized,  executed,  and delivered by MM,  constitutes  the legal,
valid, and binding  obligation of, MM, and is enforceable as to MM in accordance
with its terms subject, as to enforcement of remedies, to applicable bankruptcy,
insolvency,  reorganization,  moratorium  and other laws affecting the rights of
creditors generally and the discretion of courts in granting equitable remedies.
Except for the provisions of the Colorado Revised Statutes  governing the filing
of the Statement and Certificate of Merger, no consent, authorization, approval,
order,  license,  certificate,  or permit of or from, or  declaration  or filing
with, any federal, state, local, or other governmental authority or any court or
other tribunal is required by MM for the execution,  delivery, or performance of
this Agreement by MM.

         3.06 MM COMMON  STOCK All of the shares of MM Common Stock to be issued
by MM pursuant to this  Agreement  shall be and be deemed to be duly and validly
authorized and, when issued to the shareholders of IEI in exchange for their IEI
Stock, 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.

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         3.07  CERTIFICATE  The  representations,   warranties,   covenants  and
agreements of MM contained in this  Agreement,  including,  without  limitation,
those  contained  in this  Article  III,  are true,  accurate and correct in all
respects  as of the date  hereof and shall be true,  accurate  and  correct  and
complete,  in all  respects,  as of the  Closing;  and at the  Closing  MM shall
deliver to IEI a  certificate,  executed  by the chief  executive  officer of MM
remaking,  on behalf of MM, each of the representations,  warranties,  covenants
and agreements of MM set forth in this Agreement,  including without limitation,
those set forth in this Article III. hereof.


         3.08     FINANCIAL STATEMENTS AND CONDITION

                  (a) MM has delivered to IEI a true,  correct and complete copy
of its Form 10-SB dated December 10,  1999  ("Registration  Statement")  filed
pursuant to the Securities Exchange Act of 1934, as amended (the "34 Act") which
contains  therein the audited balance sheet,  statement of income,  statement of
retained earnings,  and statement of cash flows of IEI for the fiscal year ended
August 31, l999 (the "Audited Financial Statements").

                  (b) At or prior to the  Closing,  MM shall have filed its Form
10Q for the  period  ended  February  29,  2000  including  unaudited  financial
statements ("Interim  Statements",  the Audited Financial Statements and Interim
Statements collectively the "Financial Statements").

                  (c) The Financial  Statements were prepared in accordance with
generally  accepted   accounting   principles  ("GAAP")   consistently   applied
throughout the period involved,  are true,  correct and complete in all material
respects,  are in accordance with the books and records of MM and fairly present
(and will  fairly  present)  together  with the  notes  thereto,  the  financial
position and results of operations of IEI for the periods therein indicated.

                  (d) Since the dates of the  Financial  Statements,  there have
not been, nor prior to the Closing will there be, any material  adverse  changes
in the business or condition, financial or otherwise, of MM.

         3.09 FILINGS MM has delivered  (or will deliver,  prior to the Closing)
to  IEI  true,  correct  and  complete  copies  of  the  Registration  Statement
(including exhibits) together with each of its other reports to shareholders and
filings with the Commission for the year ended December 31, l999 and through the
date of the  Closing.  MM has duly and  timely  filed  (and  will,  prior to the
Closing duly and timely  file) all reports  required to be filed by it under the
Securities Act of l933, as amended  ("33Act") and the 34 Act  (collectively  the
"Federal Securities Laws") None of the foregoing reports nor any reports sent to
the  shareholders  of IEI  contained  any untrue  statement of material  fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements in such reports,  in light of the circumstances  under which
they were made, not misleading.

         3.10 BOARD  ACTION  During the period  from the date  hereof  until the
Closing  there  shall not be taken an action  by the  Board of  Directors  of MM
without the prior written consent of IEI in each instance.

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                    IV. REPRESENTATIONS AND WARRANTIES OF IEI

         In order to induce MM to execute and perform this  Agreement,  IEI does
hereby   represent,   warrant,   covenant  and  agree  (which   representations,
warranties, covenants and agreements shall be and be deemed to be continuing and
survive  the  execution  and  delivery  of this  Agreement,  the Closing and the
Effective Time) as follows:

         4.01   ORGANIZATION  AND  GOOD  STANDING  IEI  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  with full power and  authority to own or lease its  properties  and to
carry on its business as presently  being  conducted  and enter into and perform
each  of the  transactions,  covenants  and  agreements  provided  for  in  this
Agreement.

         4.02 EXECUTION AND PERFORMANCE  AUTHORIZED The execution,  delivery and
performance  of this  Agreement and all other  documents and related  agreements
contemplated hereunder,  have been duly approved by IEI's board of directors and
shareholders;  such  execution and delivery and the  consummation  by IEI of the
transactions,  covenants and  agreements  contemplated  hereunder have been duly
authorized  by the  taking of all  necessary  corporate  action;  and no further
action is required  to be taken by law and/or  pursuant  to the  certificate  of
incorporation,  by-laws or otherwise of IEI to authorize the execution, delivery
and/or  performance of this Agreement,  and/or the taking of all action required
to be taken by IEI with respect to this  Agreement and the  consummation  of the
transactions  and  performance  of  this  Agreement  and  the  other  agreements
contemplated  hereunder.  The  Agreement  and the other  documents  contemplated
hereunder, are valid and binding and fully enforceable against IEI in accordance
with  their  respective  terms,  subject,  as to  enforcement  of  remedies,  to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other laws
affecting  the rights of creditors  generally  and the  discretion  of courts in
granting  equitable  remedies.  No  consent,  authorization,   approval,  order,
license,  certificate,  or permit of or from, or declaration or filing with, any
federal,  state,  local, or other  governmental  authority or any court or other
tribunal is required by IEI for the execution,  delivery, or performance of this
Agreement and the other agreements referred to herein.

         4.03 ABSENCE OF LITIGATION There is no action,  lawsuit,  proceeding or
investigation  of any kind or nature  pending or, to its  knowledge,  threatened
against IEI before any court,  tribunal or administrative  agency or board which
it reasonably  expects,  individually  or in the  aggregate,  to materially  and
adversely:  (a) affect the  solvency  of IEI,  (b) affect its ability to perform
hereunder,  or (c)  render any one or more of this  Agreement  and/or any of the
agreements  referred to herein and/or the  transactions  contemplated  hereunder
void or voidable.

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         4.04 NO OTHER DEFAULT The execution and delivery of this  Agreement and
the  other  agreements   referred  to  herein,   and  the  consummation  of  the
transactions contemplated hereunder will not conflict with or violate or require
any  consent  under  and  will  not  result  in any  breach  or  termination  of
certificate of  incorporation or by-laws of IEI, or any other agreement to which
IEI is a party or by which its  properties  are subject or by which it is bound.
IEI is not in violation  of, or in default  under,  (i) any term or provision of
its  constitutional  documents;  (ii)  any  material  term or  provision  or any
financial  covenant of any indenture,  mortgage,  contract,  commitment or other
agreement  or  instrument  to  which  it is a party or by which it or any or its
properties  or business is or may be bound or  affected;  or (iii) any  existing
applicable law, rule, regulation,  judgment, order or decree of any governmental
agency or court, domestic or foreign,  having jurisdiction over it or any of its
properties or business. IEI owns, possesses or has obtained all governmental and
other licenses, permits,  certifications,  registrations,  approvals or consents
and other  authorizations  necessary to own or lease, as the case may be, and to
operate its  properties  and to conduct its business or  operations as presently
conducted and all such governmental and other licenses, permits, certifications,
registrations,  approvals, consents and other authorizations are outstanding and
in good standing,  and there are no  proceedings  pending or, to the best of its
knowledge,  threatened,  or any basis  therefor  existing,  seeking  to  cancel,
terminate  or  limit  such  licenses,  permits,  certifications,  registrations,
approvals or consents or authorizations,  or related to the breach or failure to
comply of IEI with any law, rule, regulation, judgment, order or decree;

         4.05 PERMITS AND FILINGS  Except for the filing of the  Certificate  of
Merger,  there is no  requirement  applicable to IEI to make any further  filing
with,  or to obtain  any  permit,  authorization,  consent or  approval  of, any
governmental  or  other  regulatory  authority  as a  condition  of  the  lawful
consummation of the transactions contemplated under this Agreement.

         4.06  CORPORATE  DOCUMENTS  IEI has  furnished to MM true,  correct and
complete  copies of its certificate of  incorporation,  by-laws and minute book,
and a  certificate  of good  standing  from the State of Delaware  dated  within
thirty (30) days of the Closing Date.  The minute book contains a record,  which
is complete  and  accurate in all  material  respects,  of all  meetings and all
corporate  actions of the shareholders and Board of Directors of IEI. IEI is not
in material  violation or breach of, or in default with respect to, (a) any term
of its  constitutional  documents or any  agreement to which it is a party or by
which its assets are bound, or (b) any law, rule, regulation, judgment, order or
decree of any governmental  agency or court having  jurisdiction  over it or its
assets.

         4.07  CAPITALIZATION  The  authorized  capital stock of IEI consists of
25,000,000  shares of common stock ("IEI Stock") of which  6,668,200  shares are
issued and outstanding  ("Outstanding IEI Stock"). The shares of Outstanding IEI
Stock are duly authorized, validly issued, fully paid, and nonassessable.  There
are no commitments,  plans, arrangements to issue, options, warrants,  security,
or other  rights  calling for the  issuance  of, any shares of capital  stock or
other ownership interest in IEI or any security or other instrument  convertible
into, exercisable for, or exchangeable for capital stock of or ownership in IEI.

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         4.08 TAX AND OTHER  LIABILITIES  IEI has no  liability  of any  nature,
accrued,  absolute  or  contingent,   secured  or  unsecured  including  without
limitation  liabilities  for payroll and other employee taxes,  federal,  state,
local,  or foreign taxes or  liabilities  to customers or suppliers,  other than
liabilities  which are  reflected  on the  Financial  Statement.  Except for the
liabilities  included  on the  Financial  Statement,  as of  the  date  of  such
Financial Statement, IEI had no liabilities,  either fixed or contingent,  which
would have been required to be recorded  under GAAP as of such date,  and to the
knowledge  of IEI no such  liabilities,  other than  liabilities  arising in the
ordinary  course of business  and/or  pursuant to this  Agreement  have  accrued
and/or will accrue  between such date and the Effective  Time. IEI has filed all
federal,  state,  municipal and local tax returns  (whether  relating to income,
sales, franchise,  withholding, real or personal property or otherwise) required
to be filed under the laws of the United States and all applicable  states,  and
has paid in full all taxes which are due  pursuant to such returns or claimed to
be due by any taxing authority or otherwise due and owing. No penalties or other
charges  are or will  become  due with  respect  to the late  filing of any such
return. To the best of the knowledge of IEI, after due investigation,  each such
tax return heretofore filed by IEI correctly and accurately  reflects the amount
of its tax liability thereunder. IEI has withheld,  collected and paid all other
levies,  assessments,  license fees and taxes to the extent  required  and, with
respect to payments, to the extent that the same have become due and payable;

         4.09 LITIGATION AND CLAIMS There is no litigation,  arbitration, claim,
governmental or other proceeding (formal or informal),  or investigation pending
or, or to the  knowledge  of IEI  threatened,  with respect to IEI or any of its
business, properties, or assets.

         4.10  PROPERTIES As of the Effective  Time, IEI will have good title to
all  properties and assets used in its business or owned by it free and clear of
all  liens,  claims,  mortgages,   security  interests,  pledges,  charges,  and
encumbrances.

         4.11  CONTRACTS AND OTHER  INSTRUMENTS  IEI is not a party to nor it or
its assets bound by any agreement of any kind,  nature or description  except as
set forth in the Registration Statement. IEI is not in breach or violation of or
default under any contract or instrument to which IEI is a party and/or by which
its assets are bound;  and no event has occurred which with the lapse of time or
action by a third party could  result in a breach or  violation of or default by
IEI under any contract or other  instrument  to which IEI is a party of by which
it or any of its  assets  are  bound  or  affected,  nor is there  any  court or
regulatory order pending against or affecting IEI and/or any of its assets.  IEI
is not a party to any agreement performable in the future

         4.12  EMPLOYEES IEI has no employees  and no welfare  benefit plans (as
defined in Section 3(3) of the Employee  Retirement  Income Security Act of 1974
("ERISA")or otherwise of any kind, nature or description.

         4.13 PRE CLOSING  ACTIVITY IEI shall not enter into or  consummate  any
transactions  prior to the Closing other than in the ordinary course of business
and will pay no dividend, or increase the compensation of any officer,  director
or employee and will not enter into any  transaction  or  agreement  which would
adversely affects its financial  condition.  IEI shall deliver to MM at or prior
to the Closing  copies of any and all reports  relating to the financial  and/or
business condition of IEI which are created or published  subsequent to the date
hereof together with any reports or  communications  sent to the stockholders of
IEI subsequent to the date hereof.

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         4.14  ACCURACY  No  statement,  representation  or  warranty  contained
herein,  in  any  certificate   delivered   pursuant  to  this  Agreement,   the
Registration  Statement and/or in any report filed with the Securities  Exchange
Commission (the "Commission") contains or will contain any untrue statement of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
statement, representation or warranty not misleading.

         4.15 PURCHASE FOR INVESTMENT  PURPOSES ONLY The shareholders of IEI are
acquiring the MM Common Stock as a result of the Merger for investment  purposes
only and not with the view to the resale or  distribution  thereof.  Each of the
shareholders   of  IEI  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  IEI nor its  shareholders  have
received and/or relied upon any representations or warranties from MM other than
those contained in this Agreement and the attached schedules or exhibits hereto.
IEI represents and 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 MM Common Stock.  IEI and its shareholders
understand  and  acknowledge  that the MM Common  Stock has not been  registered
under  the Act or under  any state  securities  act and are being  issued to the
shareholders  of IEI pursuant to an exemption from  registration  under the Act.
The reliance by MM upon such  exemption is predicated  upon the  representations
and warranties of IEI contained herein. In this regard, IEI and its shareholders
understand and agrees that there may be affixed to the certificates representing
the shares of MM Common Stock  acquired by the  shareholders  of IEI hereunder a
legend advising of the unregistered, restricted nature of the shares.

         4.16  CERTIFICATE  The  representations,   warranties,   covenants  and
agreements of IEI contained in this Agreement,  including,  without  limitation,
those  contained  in this  Article  IV, are true,  accurate  and  correct in all
respects  as of the date  hereof and shall be true,  accurate  and  correct  and
complete, in all respects, as of the Closing.

                        V. COVENANTS AND OTHER AGREEMENTS

         5.01 CONDUCT OF BUSINESS OF IEI Except as herein expressly  provided to
the contrary or as otherwise  agreed to in writing by MM, during the period from
the execution of this Agreement until the earlier to occur of the Effective Time
or the  termination of this Agreement as herein  provided,  IEI will conduct its
operations according to its ordinary and usual course of business and consistent
with past  practice.  In this  regard,  except  as  expressly  provided  in this
Agreement to the contrary or otherwise agreed to by MM in writing or as required
by law or agreement,  IEI will not,  between the date of this  Agreement and the
earlier to occur of the Effective  Time or the  termination of this Agreement as
hereinprovided:

                                       9
<PAGE>

     (a)  Make or  become  obligated  to  make,  any  payment  to any  director,
          officer, employee, or agent;

     (b)  Declare any dividend or make any other distribution to shareholders;

     (c)  Incur any  indebtedness  for  borrowed  money  except in the  ordinary
          course of business;

     (d)  Sell, lease,  license,  encumber or dispose of any material portion of
          its properties or assets except in the ordinary course of business;

     (e)  Expend  funds  for any  individual  capital  expenditure  in excess of
          $1,000 or aggregate capital expenditures in excess of $5,000;

     (f)  Issue any shares of capital  stock,  modify or  reorganize  its equity
          capitalization  or grant any  option  or other  right to  acquire  any
          shares of its capital stock;

     (g)  Amend its certificate of incorporation or by-laws.

     (h)  Change its business,  operations or financial condition, or the manner
          of managing or conducting its business and operations if such changes,
          if any, have a material adverse effect on such business, operations or
          financial condition, taken as a whole;

     (i)  Change  its  accounting  methods  or  practices  (including,   without
          limitation, any change in depreciation,  amortization and/or good will
          policies or rates;

     (j)  Incur any  damage,  destruction  or loss  (whether  or not  covered by
          insurance)  which   materially  and  adversely   affects  its  assets,
          business, operations or financial condition;

     (k)  Make any loan to any person or entity and/or issue any guaranty for or
          with respect to its own or another's obligations; or

     (l)  Waive or release any right or claim;

         5.02  TRANSACTION  COSTS AND EXPENSES Each of the parties  hereto shall
pay its own  respective  costs  incurred  in  connection  with this  transaction
including,  without limitation,  all legal,  accounting,  auditing and appraisal
fees in negotiating  and preparing this Agreement and in  consummating,  closing
and implementing the transactions contemplated hereby.

         5.03 SUBSEQUENT EVENTS Each of the parties hereto shall promptly advise
the other parties  hereto,  in writing of (a) the  occurrence of any event which
renders any of the  representations or warranties of such party set forth herein
inaccurate in any material respect,  and (b) the failure of such party to comply
with or accomplish,  in any material respect, any of the covenants or agreements
of such party set forth herein.

                                       10
<PAGE>

          5.04         INDEMNITY

                  (a) IEI does hereby  agree to indemnify  and hold  harmless MM
and its employees,  officers, directors and successors against and in respect of
any  and  all  claims,  suits,   actions,   proceedings  (formal  or  informal),
governmental  investigations,   judgments,   deficiencies,   set-offs,  damages,
settlements,  liabilities,  and reasonable  legal and other expenses  (including
reasonable  attorneys' fees and defense costs) as and when incurred  arising out
of or based upon any breach by IEI of any representation, warranty, covenant, or
agreement of IEI contained in this Agreement;

                  (b) MM does hereby  agree to indemnify  and hold  harmless IEI
and its employees,  officers, directors and successors against and in respect of
any  and  all  claims,  suits,   actions,   proceedings  (formal  or  informal),
governmental  investigations,   judgments,   deficiencies,   set-offs,  damages,
settlements,  liabilities,  and reasonable  legal and other expenses  (including
reasonable  attorneys'  fees and costs of defense) as and when incurred  arising
out of or based upon any breach of any representation,  warranty,  covenant,  or
agreement of MM contained in this Agreement.

                  (c) The  parties'  respective  indemnity  obligations
hereunder  shall  be subject to the following terms, limitations and conditions:

                  (i) A person  claiming the right to indemnity  coverage  under
         this Section 5.04  ("indemnitee")  shall give the party from whom he or
         it  seeks  indemnity  coverage  ("indemnitor")  prompt  notice  of  the
         assertion of any indemnified  claim on the basis of which an indemnitee
         intends to seek  indemnification from an indemnitor as provided herein;
         provided,  however,  that  the  obligation  of an  indemnitor  shall be
         reduced for the failure to give timely  notice at any  particular  time
         only to the extent that the  indemnitor  has been  actually  prejudiced
         thereby;

                  (ii) The  indemnitor  shall  have the  duty to  zealously  and
         competently   defend,   with  counsel   selected  by  indemnitor  after
         consultation  with  the  primary  indemnitee,  any  matter  subject  to
         indemnity  coverage under  subparagraphs (a) or (b) of this section and
         to pay all  costs  of such  defense.  In any  case  where  indemnitor's
         obligation to provide a zealous  defense is  compromised by conflict of
         interest between itself and an indemnitee or between  indemnitees,  the
         indemnitor shall,  upon the request of an indemnitee,  provide separate
         legal  representation  to  obviate  the  conflict  of  interest.   When
         indemnitor  has  assumed  the  defense  obligations  of  this  section,
         indemnitor  shall  have the  right to settle  the  matter  without  the
         indemnitees'  consent,  provided  indemnitor in fact commits sufficient
         funds  to  satisfy  the  settlement  in  full.  In the  event  that  an
         indemnitor fails to defend as provided in this section,  any indemnitee
         shall  have  the  right  (but  not the  obligation)  to  select  and be
         represented  by  counsel  of  its  choice,  to  manage  its  own  legal
         representation  or  defense  and to  settle  any  claim,  debt or other
         indemnified  matter  hereunder,  and the indemnitor  shall be liable to
         such  indemnitee  for all  costs,  expenses,  damages  and  settlements
         incurred by such indemnitee;

                                       11
<PAGE>

                  (iii) With respect to any claim for which an indemnitor  shall
         indemnify any  indemnitee,  the  indemnitor  shall be subrogated to all
         rights of any  indemnitee  against any and all third  parties up to the
         amount paid by indemnitor to  indemnitees  or set off by such indemnity
         against an indemnitor;

                  (iv) No  indemnitor  shall be liable  for that  portion of any
         claim for which an indemnitee actually receives from any insurance, the
         defense, cost of defense or insurance proceeds covering such claim (the
         deductible  pertaining to any such insurance shall not be considered to
         be insurance proceeds or cost of defense).

         5.05 RELATED  AGREEMENTS  Each of the parties shall execute and deliver
at Closing the related  agreements,  instruments  and  documents  specified  for
delivery  at  Closing  or the  Effective  Time in  Sections  6.02  and  6.03 and
elsewhere  in  this  agreement  or  in  a  related   agreement  to  which  each,
respectively, is a party.

         5.06 IEI  LIABILITIES  Prior to the  Closing MM shall have paid in full
any and all liabilities of MM of every kind, nature and description.

         5.07  INSPECTION  At all  times  prior to the  Closing,  during  normal
business hours an upon  reasonable  notice,  each party will permit the other to
examine its books and records and the books and records of its subsidiaries,  to
discuss the same with such party's authorized  representative and to make copies
thereof and abstracts  therefrom.  It is recognized  that each party may provide
the other with information (including, without limitation, information contained
in its books and records  and/or  pursuant to the  inspection  described  in the
preceding sentence) which is confidential or proprietary information. During the
period from the date hereof until the fourth annual  anniversary  of the Closing
(or the  termination of this Agreement if the Merger is abandoned) the recipient
of any such  information  shall  protect such  information  from  disclosure  to
persons,  other  than  members  of its own  organization  and  its  professional
advisers,  in the same manner as it protects its own confidential or proprietary
information from  unauthorized  disclosure,  and not use such information to the
competitive  detriment of the disclosing party. In addition if this Agreement is
terminated  for any  reason,  each party  shall  promptly  return or cause to be
returned  all  documents  or  other  written  records  of such  confidential  or
proprietary  information,  together  with all copies of such  writings  and,  in
addition,  shall either furnish or cause to be furnished,  or shall destroy,  or
shall  maintain with such  standard of care as is exercised  with respect to its
own  confidential  or  proprietary  information,  all copies of all documents or
other written  records  developed or prepared by such party on the basis of such
confidential  or proprietary  information.  No  information  shall be considered
confidential or proprietary if it is (a)  information  already in the possession
of the party to whom disclosure is made, (b)  information  acquired by the party
to whom disclosure is made from other sources,  or (c) information in the public
domain or  generally  available to  interested  persons or which at a later date
passes  into  the  public  domain  or  becomes  available  to the  party to whom
disclosure is made without any wrongdoing by the party to whom the disclosure is
made.

                                       12
<PAGE>

                                 VI. CONDITIONS

         6.01  CONDITIONS  TO  OBLIGATION  TO EFFECT THE  MERGER The  respective
obligations  of each  party to  consummate  the  Merger  shall be subject to and
conditioned  upon  the  satisfaction  at or  prior  to the  Closing  Date of the
following conditions:

                  (a) To the extent required by the Delaware GCL and/or Colorado
law or the party's certificate of incorporation or by-laws, shareholder approval
shall have been obtained;

                  (b) No statute,  rule,  regulation  executive  order,  decree,
temporary restraining order,  preliminary or permanent injunction or other order
issued by any  court or  competent  jurisdiction  or other  governmental  entity
preventing the consummation of the Merger shall be in effect; provided that each
of the parties  shall have used  reasonable  efforts to prevent the entry of any
such  injunction  or other  order and to  appeal as  promptly  as  possible  any
injunction or other order that may be entered;

                  (c)  There  shall not have  occurred  or been  discovered  any
material  breach or  inaccuracy  of any  representation  or warranty made by any
other party in this  Agreement,  and there shall not have  occurred any material
breach of any  covenant or  obligation  required by this  Agreement or by law to
have been performed by any other party prior to the Effective Time; and

                  (d)  Each  party  shall  have   received  all   documents  and
agreements required to be delivered to it at or before the Closing.

         6.02 MM OBLIGATIONS AT CLOSING

                  (a) At the Closing,  MM shall deliver or cause to be delivered
to IEI, in form satisfactory to IEI, the following:

     (i)  A true copy of the minutes of the  meeting of MM's Board of  Directors
          approving  the Plan of  Merger  and the  Merger  and  authorizing  the
          execution, delivery and performance of this Agreement;

     (ii) A  certificate  of good standing for MM issued within thirty (30) days
          prior to the Closing Date by the Secretary of State of Delaware; and

     (iii)All other  schedules,  certificates  and other  documents  required by
          this Agreement or by law to be delivered by MM on or before Closing or
          the Effective Time.

                  (b) At the Closing,  MM shall deliver or cause to be delivered
to the  Exchange  Agent (as  defined)  the  consideration  (set forth in Section
2.01(a)  hereof)  to be  received  by  each  holder  of IEI  Stock  (other  than
Dissenting  Shareholders)  who shall  have  surrendered  to MM, at or before the
Closing his, her or its certificate  representing  all shares of IEI Stock owned
and/or held by such  shareholders;  and the Exchange  Agent (as defined)  shall,
immediately  following  the  recordation  of the  Certificates  of Merger in the
States  of  Delaware  and  Colorado,  distribute  such  consideration  to, or in
accordance  with the written  directions  of, such holders of IEI Stock as their
respective interests may appear.  Michael A. Littman,  Esq. is hereby designated
by the  parties  hereto as the  Exchange  Agent;  and by his  execution  of this
Agreement,  Mr. Littman accepts such engagement and agrees to perform the duties
of Exchange Agent as herein set forth.

                                       13
<PAGE>

         6.03     IEI'S OBLIGATIONS AT CLOSING

         At or prior to the Closing,  IEI shall deliver or cause to be delivered
to MM, in form satisfactory to MM, the following:

                  (a) A true copy of the  minutes of the meeting of the Board of
Directors  of IEI  adopting  the  Agreement  and  Plan  of  Merger  and  Merger,
recommending  the Agreement and Plan of Merger and Merger to the shareholders of
IEI and authorizing MM's execution, delivery and performance of this Agreement;

                  (b) A true copy of the  notice  of  shareholders  meeting  and
proof of service thereof upon all IEI  shareholders of record in accordance with
the  Delaware  law  together  with  the  minutes  of the  shareholder's  meeting
evidencing  shareholder  approval  of the  Plan of  Merger  and  the  execution,
delivery and  performance  of this  Agreement;  or,  alternatively,  a unanimous
written  consent  executed  by all of the  shareholders  of IEI  containing  the
foregoing approvals;

                  (c) An opinion of counsel to IEI  reasonably  acceptable to MM
with respect to such matters and in such form as shall be  reasonably  requested
by and acceptable to MM;

                  (d) Documentary proof reasonably  acceptable to MM that all of
the liabilities of IEI of every kind,  nature and description  have been paid in
full as at and  through  the date of the  Closing,  except as may be excluded in
Schedule 6..03(d) hereto;

                  (e) All of the books and records of IEI;

                  (f) A  certificate  of good  standing  for IEI  issued  within
thirty  (30)  days  prior  to the  Closing  Date by the  Secretary  of  State of
Delaware; and

                  (g) All other  schedules,  certificates  and other documents
required by this  Agreement to be  delivered by IEI on or before  Closing or the
Effective Time;


                                VII. ABANDONMENT

         7.01   ABANDONMENT  OF  MERGER  The  rights  and   obligations  of  the
Constituent  Corporations  under this Agreement may be terminated and the Merger
abandoned  prior to the Effective  Time by the mutual  agreement of the Board of
Directors of both of the Constituent Corporations.

                                       14
<PAGE>

                               VIII. MISCELLANEOUS

         8.01  BROKERAGE  FEES No party to this  Agreement  has  consented to or
authorized any broker or agent to act on its behalf, directly or indirectly,  as
a broker or finder  in  connection  with the  transaction  contemplated  by this
Agreement.  In the event any claim is made for a  broker's  or  finder's  fee in
connection with the transactions  contemplated hereunder,  the party responsible
for retaining or securing said broker or finder shall be solely  responsible for
the  payment of any  broker's  or finder's  fees  incurred as a result  thereof.
Further,  the  responsible  party or parties  shall  indemnify the other parties
against any loss or liabilities by reason of such broker's or finder's fees.

         8.02  FURTHER  ACTIONS  At any time and from time to time,  each  party
agrees,  at its  expense,  to take such  actions and to execute and deliver such
documents  as may be  reasonably  necessary to  effectuate  the purposes of this
Agreement.

         8.03  SURVIVAL  Except as otherwise  provided  herein,  the  covenants,
agreements,  representations,  and  warranties  contained in or made pursuant to
this   Agreement   shall  survive  the  Effective   Time  and  any  delivery  of
consideration at Closing or the Effective Time irrespective of any investigation
made by or on behalf of any party.

         8.04  MODIFICATION  This  Agreement  and the  related  instruments  and
agreements hereto set forth the entire understanding of the parties with respect
to the subject  matter  hereof,  supersede  all existing  agreements  among them
concerning such subject matter, and may be modified only by a written instrument
duly executed by all of the parties hereto.

         8.05 NOTICES All notices,  elections,  reports or other  correspondence
required  or  permitted  hereunder  shall be in writing  and deemed to have been
properly  given or  delivered  when mailed by  certified  mail,  return  receipt
requested,  postage prepaid,  delivered by overnight  express courier,  delivery
fees prepaid, or transmitted by fax with receipt confirmed, to the party to whom
directed at the below specified addresses:

If to MM:

With a copy to:                     Michael A. Littman, Esq.
                                    10200 W. 44TH Avenue, No. 400
                                    Wheat Ridge, CO 80033


If to IEI:                          Daniel P. Murphy
                                    7825 Fay Avenue, Suite 200
                                    La Jolla, CA 92037


With a copy to:


                                       15

<PAGE>

Any such notice  shall be deemed  given three days after  deposit with the mail,
one day  following  delivery  thereof to an  overnight  express  courier or upon
confirmation  of receipt when sent by fax. The address of a party may be changed
in accordance with the notice provisions of this section.

         8.06  WAIVER  Any waiver by any party of a breach of any  provision  of
this Agreement  shall not operate as or be construed to be a waiver of any other
breach  of that  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement on one or more  occasions  will not be  considered a waiver,  or
deprive that party, of the right  thereafter to insist upon strict  adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

         8.07 BINDING EFFECT The  provisions of this Agreement  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns,  and in  addition  shall  inure to the  benefit of the
indemnitees  and their  respective  successors,  assigns,  heirs,  and  personal
representatives.

         8.08 NO THIRD-PARTY  BENEFICIARIES  This Agreement does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement (except as provided in Section 8.07).

         8.09 SEVERABILITY AND REFORMATION If any provision of this Agreement is
invalid,  illegal, or unenforceable,  the balance of this Agreement shall remain
in effect,  and if any provision is inapplicable to any person or  circumstance,
it shall nevertheless  remain applicable to all other persons and circumstances,
in either case unless the result thereof would preclude the  consummation in all
material  respects  of  the  Merger  contemplated  by  this  Agreement  and  the
associated  transactions  or result in an unjust  modification of the balance of
rights and  obligations  hereunder.  To the extent  provided in this section,  a
court having  jurisdiction  of a matter  involving  the  interpretation  of this
Agreement  shall be  authorized to reform this  Agreement to the minimum  extent
necessary to accomplish the objectives of this section.

         8.10 HEADINGS The headings of this Agreement are solely for convenience
of reference and shall be given no effect in the construction or  interpretation
of this Agreement.

         8.11 GOVERNING LAW To the extent permitted by law, this Agreement shall
be  governed  by and  construed  in  accordance  with the  laws of the  state of
Colorado,  without  giving  effect to  conflict of laws.  To the maximum  extent
permitted  by law and subject to the  provisions  of Section  8.14  hereof,  any
action or proceeding initiated by any party to this Agreement, any indemnitee or
any other person  claiming  rights under this  Agreement  shall be brought in an
appropriate  state or federal court in Denver County,  Colorado,  and any person
claiming  rights under this agreement  consents to the  jurisdiction  and proper
venue of such forum.

                                       16
<PAGE>

         8.12 SEPARATE  COUNTERPARTS  This  Agreement may be executed in several
identical  counterparts,  each one of which shall be  considered an original and
all of which when taken together shall constitute but one instrument.

         8.13  INCORPORATION  OF RECITALS,  EXHIBITS AND  SCHEDULES  All related
instruments  and  agreements  executed in connection  herewith are  incorporated
herein by this reference and expressly made a part of this Agreement.

         8.14  ARBITRATION  Except  in cases  where the  remedy  of  preliminary
injunction is reasonably  sought by a party  because of the  irreparability  and
immediacy  of the harm  alleged to be caused or  threatened,  in the event there
shall arise any dispute or claim in law or equity  arising out of this Agreement
or any breach  thereof or any  resulting  transaction  between the parties under
this Agreement and if such dispute cannot be resolved through  negotiation,  the
parties  agree that such dispute  shall be submitted  to  arbitration  under the
rules and regulations of the American  Arbitration  Association  then obtaining.
The arbitration shall be held in Denver, Colorado, before a single arbitrator.

         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

                                        Marathon Marketing Corp.

                                        By/s/M.A. Littman
                                           M.A. Littman as Attorney-in-Fact
                                           for Scott Deitler, President


The  undersigned,  Michael  A.  Littman  agrees  to serve as  Exchange  Agent in
accordance with the terms and conditions of this Agreement.

/s/Michael A. LIttman
--------------------------------------
Michael A. Littman



                                       17