CERTIFICATE OF OWNERSHIP AND MERGER
                                       of
                          INTERSPACE ENTERPRISES, INC.
                                      into
                            MARATHON MARKETING CORP.

It is hereby certified that:

1. InterSpace  Enterprises,  Inc.  (hereinafter  called the  "corporation") is a
corporation of the State of Delaware.

2. The corporation,  as the owner of all of the outstanding shares of each class
of the stock of Marathon  Marketing  Corp.,  hereby  merges itself into Marathon
Marketing  Corp.,  a  corporation  of the State of  Colorado,  the laws of which
permit a merger of a corporation  of that  jurisdiction  with a  corporation  of
another jurisdiction.

3. The following is a copy of the  resolutions  adopted on the 12th day of April
2000, by the Board of Directors of the corporation to merge the corporation into
Marathon Marketing Corp.

     RESOLVED,  that this corporation be reincorporated in the State of Colorado
     by merging itself into Marathon Marketing Corp. pursuant to the laws of the
     State of Delaware  and the State of Colorado as  hereinafter  provided,  so
     that the separate  existence of this corporation shall cease as soon as the
     merger shall become effective,  and thereupon this corporation and Marathon
     Marketing Corp. will become a single  corporation,  which shall continue to
     exist under, and be governed by, laws of the State of Colorado.

     RESOLVED,  that the terms and  conditions  of the  proposed  merger  are as
     follows:

(a)  From  and  after  the  effective  time of the  merger,  all of the  estate,
     property,  rights,  privileges,  powers, and franchises of this corporation
     shall become vested in and be held by Marathon Marketing Corp. as fully and
     entirely and without  change or diminution as the same were before held and
     enjoyed by this corporation,  and Marathon Marketing Corp. shall assume all
     of the obligations of this corporation.

(b)  Each share of common stock, of this  corporation  which shall be issued and
     outstanding  immediately prior to the effective time of the merger shall be
     converted into one issued and  outstanding  share of common stock,  $.00001
     par value, of Marathon  Marketing Corp.,  and, from and after the effective
     time of the merger, the holders of all of said issued and outstanding
<PAGE>
     common stock shares of InterSpace Enterprises, Inc., shall automatically be
     and become  holders of shares of Marathon  Marketing  Corp.  upon the basis
     above specified,  whether or not certificates  representing said shares are
     then issued and delivered. Each share of common stock of Marathon Marketing
     Corp., which shall be issued and held by this corporation immediately prior
     to the  effecitve  time of the merger shall be treated as a treasury  share
     and retired.

(c)  After  the  effective  time of the  merger,  each  holder  of record of any
     outstanding  certificate or certificates  theretofore  representing  common
     stock of this  corporation  may  surrender  the same to Marathon  Marketing
     Corp. at its office in LaJolla,  CA, and such holder shall be entitled upon
     such   surrender  to  receive  in  exchange   therefore  a  certificate  or
     certificates  representing  an equal  number of  shares of common  stock of
     Marathon   Marketing  Corp.   Until  so   surrrendered,   each  outstanding
     certificate which prior to the effective time of the merger represented one
     or more shares of common stock of this corporation  shall be deemed for all
     corporate  purposes to evidence  ownership  of an equal number of shares of
     common stock of Marathon Marketing Corp.

(d)  From and  after  the  effective  time of the  merger,  the  Certificate  of
     Incorporation and the By-Laws of InterSpace Enterprises,  Inc. shall be the
     Certificate of Incorporation and the By-Laws of Marathon Marketing Corp. as
     in effect immediately prior to such effective time.

(e)  The  members  of  the  Board  of  Directors   and  officers  of  InterSpace
     Enterprises,  Inc.  shall be the members of the Board of Directors  and the
     corresponding  officers of Marathon  Marketing corp.  immediately after the
     effective time of the merger.

(f)  From and after the effective time of the merger, the assets and liabilities
     of this corporation and of Marathon Marketing Corp. shall be entered on the
     books of  Marathon  Marketing  Corp.  at the amounts at which they shall be
     carried at such time on the  respective  books of this  corporation  and of
     Marathon  Marketing Corp.,  subject to such  intercorporate  adjustments or
     eliminations,  if any, as may be required to give effect to the merger; and
     subject  to such  action  as may be taken  by the  Board  of  Directors  of
     Marathon Marketing Corp., in accordance with generally accepted  accounting
     principles,  the capital and surplus of Marathon  Marketing Corp.  shall be
     equal to the  capital  and  surplus  of this  corporation  and of  Marathon
     Marketing Corp.

     RESOLVED,  that this  corporation  does hereby  agree that it may be served
     with process in the State of Delaware in any proceeding for  enforcement of
     any obligation of InterSpace Enterprirses, Inc., as well as for enforcement
     of any  obligation  of this  Corporation  arising  from the  merger  herein
     provided for and does hereby irrevocably  appoint the Secretary of State of
     the State of Delaware as its agent to accept service of process in any such
     proceeding; and does hereby specify the following address without the State
     of  Delaware  to  which a copy of  such  process  shall  be  mailed  by the
     Secretary  of State of the State of  Delaware:  7825 Fay Ave.,  Suite 2000,
     LaJolla, CA 92037.

RESOLVED,  that the effective  time of the  Certificate  of Ownership and Merger
setting forth a copy of these resolutions shall be April 17, 2000, and
<PAGE>
     that, insofar as the General Corporation Law of the State of Delaware shall
     govern the same, said time shall be the effective merger time.

     RESOLVED,  that  in  the  event  that  the  proposed  merger  shall  not be
     terminated,  the proper officers of this corporation be and they hereby are
     authorized  and directed to make and execute,  under the corporate  seal of
     this  corporation,  a Certificate  of Ownership and Merger  setting forth a
     copy of these resolutions to merge itself into Marathon Marketing Corp. and
     the date adoption  thereof,  and to cause the same to be filed and recorded
     as provided by law,  and to do all acts and things  whatsoever,  within the
     States of  Colorado  and  Delaware in any other  appropriate  jurisdiction,
     necessary or proper to effect this merger.

4. No shareholders vote is necessary because InterSpace  Enterprises,  Inc. owns
100% of the issued and outstanding  stock of Marathon  Marketing  Corp.,  and no
change of  shareholders'  shares or rights will occur as a result of the merger.
Each share of InterSpace  Enterprises,  Inc. will convert pro rata, to one share
of Marathon Marketing Corp.

The effective time of the Certificate of Ownership and Merger, and the time when
the merger therein agreed upon shall become effective, shall be April 17, 2000.

Signed on April 17, 2000                INTERSPACE ENTERPRISES, INC.



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