CERTIFICATE OF MERGER

                                       OF

                          INTERSPACE ENTERPRISES, INC.

                                       AND

                            MARATHON MARKETING CORP.

It is hereby certified that:

     1. The constituent business corporation  participating in the merger herein
certified are:

     A)   Marathon  Marketing Corp., which is incorporated under the laws of the
          State of Colorado; and

     B)   Interspace Enterprises,  Inc., which is incorporated under the laws of
          the State of Delaware.

     2. An Agreement and Plan of Merger has been approved,  adopted,  certified,
executed and acknowledged by each of the aforesaid  constituent  corporations in
accordance  with the  provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware, to wit, by Marathon Marketing Corp. in
accordance  with the laws of the State of its  incorporation,  Colorado,  and by
Interspace Enterprises, Inc. in the same manner as is provided in Section 251 of
the General Corporation Law of the State of Delaware.

     3. The name of the surviving  corporation in the merger herein certified is
Interspace Enterprises, Inc., which will continue its existence as the surviving
corporation under Interspace  Enterprises,  Inc. upon the effective date of said
merger  pursuant to the provisions of the Business  Corporation Act of the State
of Colorado.

     4. The Certificate of Incorporation of Marathon  Marketing Corp.,  Inc., as
now in force and effect except as to a change of name to Interspace Enterprises,
Inc.,  shall continue to be the Certificate of  Incorporation  of said surviving
corporation until amended and changed pursuant to the provisions of the Business
Corporation Act of the State of Colorado.
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     5.  The  executed  Agreement  and  Plan of  Merger  between  the  aforesaid
constituent  corporations  is on file at the office of the  aforesaid  surviving
corporation,  the address of which is as follows:  7825 Suite 200, La Jolla,  CA
92037.

     6. A copy of the  aforesaid  Agreement and Plan of Merger will be furnished
by the aforesaid  surviving  corporation,  on request,  and without cost, to any
stockholder of each of the aforesaid constituent corporations.

     7. The authorized capital stock of each of the constituent  corporations is
as follows:

     A)   The authorized capital stock of Interspace Enterprises,  Inc. consists
          of 25,000,000 shares of a par value of $.0001 each; and

     B)   The authorized capital stock of Marathon  Marketing Corp.  consists of
          40,000,000 shares of a par value of $.0001 each.

     IN WITNESS  WHEREOF,  this  Certificate  of Merger has been executed by the
constituent corporations as of the respective dates hereinbelow indicated.

                                   Interspace Enterprises, Inc.
                                   Dated:   April 12, 2000

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


                                   Marathon Marketing Corp.
                                   Dated:  April 12, 2000


                                   By:/s/M.A. Littman
                                   M.A. Littman as Attorney-in-Fact for Scott
                                   Deitler, President of Marathon
                                        Marketing Corp.