ARTICLES OF CORRECTION
RECEIVED                   FOR THE STATEMENT OF MERGER
STATE OF COLORADO
Secretary of State                     OF
1560 Broadway Suite 200
Denver, CO 80202          INTERSPACE ENTERPRISES, INC.
06-20-2000 13:08:58         (A DELAWARE CORPORATION)
20001122380
                                       AND

                            MARATHON MARKETING CORP.
                            (A COLORADO CORPORATION)

         It is hereby certified that:

         On April 17, 2000, a Statement of Merger  between the  companies  above
specified was filed in the office of the Secretary of State of Colorado.  Due to
errors,  it is now necessary to file Articles of Correction to said Statement of
Merger under CRS 7-101-225

         The following paragraphs are incorrect as written:

     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 Interspace Enterprises, Inc., as now
in force and effect,  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 Delaware.

     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 par value of $.0001 each; and

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

         Such   paragraphs   are  deleted  from  the  Statement  of  Merger  and
substituted, therefore, are the following new paragraphs:

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

     4. The Certificate of Incorporation of Marathon Marketing,  Inc., as now in
force and effect,  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.

     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 $.01 each; and

     B)   The authorized capital stock of Marathon  Marketing Corp.  consists of
          40,000,000 shares of preferred stock of a par value of $.0001 each and
          200,000,000 shares of common stock at $.00001 par value.

         IN WITNESS WHEREOF,  these Articles of Correction have been executed by
the constituent corporations as of the respective dates hereinbelow indicated.

                                       Interspace Enterprises, Inc.
                                       a Delaware Corp.

                                       Dated:   June 19, 2000

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


                                       Marathon Marketing Corp.
                                       a Colorado Corp.

                                       Dated:  June 19, 2000

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

<PAGE>
                     CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT

State of California      )
                         )ss.
County of San Diego      )

On June 19, 2000,  before me, Sarah Brown,  Notary Public,  personally  appeared
Daniel Patrick Murphy proved to me on the basis of  satisfactory  evidence to be
the person whose name is subscribed to the within instrument and acknowledged to
me  that he  executed  the  same in his  authorized  capicity,  and  that by his
signature on the instrument  the person,  or the entity upon behalf of which the
person acted, executed the instrument.

WITNESS my hand and official seal.

/s/Sarah Brown

Sarah Brown
Commission #1106322
Notary Public - California
San Diego County
My Comm. Expires Jul 18, 2000


                                    OPTIONAL

Though the  information  below is not required by law, it may prove  valuable to
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Description of Attached Document
Title or Type of Document:  Articles of Correction-InterSpace Enterprises, Inc.
and Marathon Marketing Corp.

Document Date: 6-19-2000           Number of Pages: 2

Signer(s) Other Than Named Above:  None