SHARE PURCHASE AGREEMENT

This Share Purchase Agreement  ("Agreement"),  dated as of April 14, 2000, among
Jeff Ploen,  Scott Deitler,  and Jim Toot  (SELLERS),  Marathon  Marketing Corp.
("MM"), and Prudential Overseas Company, Ltd.,  ("POC")(BUYERS) an International
Business Corporation.

                              W I T N E S S E T H:

     A. WHEREAS, Marathon Marketing Corp. ("MM") is a corporation duly organized
under the laws of the State of Colorado.

     B.  WHEREAS,  BUYER wishes to purchase  672,000  shares of the  outstanding
common  shares of MM free and clear of liens and  encumbrances  from SELLERS and
other Shareholders of Marathon Marketing Corp. who join by addendum.

     C. WHEREAS, the parties hereto wish to enter into this Agreement,  pursuant
to the provisions of the Colorado Revised Statutes.

     NOW, THEREFORE, it is agreed among the parties as follows:

                                    ARTICLE I

                                THE CONSIDERATION

     1.1 Subject to the  conditions  set forth herein on the "Closing  Date" (as
herein  defined),  SELLERS shall sell and BUYER shall  purchase  672,000  common
shares of MM common stock. The transactions contemplated by this Agreement shall
be completed at a closing  ("Closing") on a closing date ("Closing  Date") on or
before April 14, 2000.  The purchase price for the MM shares to be paid by BUYER
to SELLERS is  $150,000,  $25,000 of which is paid  herewith and $125,000 in the
form of a promissory note secured by a pledge of the stock,  which shall be paid
three days after closing hereunder.

         On the Closing Date,  all of the documents to be furnished  pursuant to
this Agreement,  including the documents to be furnished  pursuant to Article VI
of this  Agreement,  shall be  delivered to M.A.  Littman,  to be held in escrow
until all closing conditions  hereunder have been met or the date of termination
of this Agreement,  but no longer than 1 day after closing date, whichever first
occurs,  and  thereafter  shall be promptly  distributed to the parties as their
interests may appear.

         1.2 a.  Concurrent  with the execution  hereof,  BUYER shall deposit or
cause to be deposited with M.A.  Littman as a non-refundable  consideration  for

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this agreement,  the sum of $25,000.  Further, the sum of $125,000 shall be paid
via a promissory note delivered at closing for delivery to SELLERS for which the
shares (672,000) of MM common stock,  constituting all of the outstanding common
stock of MM shall be  pledged  as  collateral  until the note is paid.  The note
shall be due in three days or upon any merger which ever is earlier.

                  b. Further, as additional partial consideration in an exchange
under Section 1031 of the Internal Revenue Code BUYER shall deliver at closing a
total of 10,000 shares of restricted  mutually agreed common stock duly endorsed
to SELLERS and an option to purchase  15,000  mutually  agreed common shares for
one year at market bid less 20%.

                                   ARTICLE II

                              CONVEYANCE OF SHARES

         2.1 The shares of common stock of MM shall be delivered and conveyed by
SELLERS to BUYER at closing by SELLERS with duly  executed  stock  powers,  upon
receipt of the cash consideration by SELLERS.

         2.2 SELLERS  represents  that no  outstanding  options or warrants  for
unissued shares exist for MM.

         2.3  At closing, partially in exchange for the MM shares under Section
1031 of the IRC,  BUYER shall  deliver to SELLERS as follows:  10,000  shares of
mutually  agreed  restricted  stock and  options to  purchase  15,000  shares of
mutually  agreed  common  that same stock,  20% under  market bid on the date of
exercise for a period of one year.


                                   ARTICLE III

          REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AS TO MM

     SELLERS  hereby  represents,  warrants and  covenants  to BUYER,  except as
stated in the MM Disclosure Statement, as follows:

         3.1 MM is a corporation  duly organized,  validly  existing and in good
standing  under the laws of the State of Colorado,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it
is now being conducted.  The Articles of Incorporation and Amendments and Bylaws
of MM, copies of which have been delivered to BUYER,  are complete and accurate,
and the minute  books of MM contain 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 MM.

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         3.2 The  aggregate  number of shares which MM is authorized to issue is
40,000,000 shares of common stock with $.0001 per share, of which  approximately
672,000 shares of such common stock will be issued and  outstanding,  fully paid
and  non-assessable,  at closing  under this  agreement.  MM has no  outstanding
options,  warrants or other rights to purchase,  or subscribe  to, or securities
convertible into or exchangeable for any shares of capital stock.

         3.3 MM and SELLERS have complete and  unrestricted  power to enter into
and,  upon the  appropriate  approvals  as required by law,  to  consummate  the
transactions contemplated by this Agreement.

         3.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein  by MM will  conflict  with or result  in a breach  or  violation  of the
Articles of Incorporation or Bylaws of MM.

         3.5 MM has delivered to BUYER Audited financial  statements of MM dated
August  31,  1999.  At or  prior to  closing  MM shall  have  filed  its 10Q for
Nov.30, 1999, including  unaudited  financial  statements.  All such statements,
herein sometimes called "MM Financial Statements" are (and will be) complete and
correct in all material respects and, together with the notes to these financial
statements,  present fairly the financial  position and results of operations of
MM of the  periods  indicated.  All  financial  statements  of MM will have been
prepared in accordance with generally accepted accounting principles.

         3.6 Since the dates of the MM Financial Statements, there have not been
any  material  adverse  changes  in the  business  or  condition,  financial  or
otherwise,  of MM. MM does not have any  material  liabilities  or  obligations,
secured or unsecured  except as shown on updated  financials  (whether  accrued,
absolute, contingent or otherwise).

         3.7 There are no pending legal  proceedings  involving MM, there are no
legal proceedings or regulatory  proceedings  involving material claims pending,
or, to the knowledge of the SELLERS,  threatened  against MM or affecting any of
its assets or properties,  and MM is not in any material  breach or violation of
or default under any contract or instrument to which MM is a party, and no event
has  occurred  which  with the lapse of time or action  by a third  party  could
result in a material  breach or violation of or default by MM under any contract
or  other  instrument  to  which  MM is a  party  or by  which  it or any of its
properties may be bound or affected,  or under its Articles of  Incorporation or
Bylaws, nor is there any court or regulatory order pending, applicable to MM.

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         3.8 MM shall not enter into or consummate any transactions prior to the
Closing  Date  other than in the  ordinary  course of  business  and will pay no
dividend,  or increase the  compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition.

         3.9 MM is not a party to any contract performable in the future.

         3.10 The representations and warranties of SELLERS and MM shall be true
and correct as of the date hereof and as of the Closing Date.

         3.11 MM shall deliver to BUYER,  all of its corporate books and records
for  review.  MM will also  deliver to BUYER on or before the  Closing  Date any
reports relating to the financial and business condition of MM which occur after
the  date  of this  Agreement  and  any  other  reports  sent  generally  to its
shareholders after the date of this Agreement.

         3.12  MM has no employee benefit plan in effect at this time.

         3.13 No  representation or warranty by MM or SELLERS in this Agreement,
the  MM  Disclosure  Statement  or any  certificate  delivered  pursuant  hereto
contains any untrue  statement of a material fact or omits to state any material
fact necessary to make such representation or warranty not misleading.

         3.14 SELLERS or MM has  delivered,  to BUYER true and correct copies of
the 10SB and each of its other  reports  to  shareholders  and  filing  with the
Securities and Exchange Commission ("SEC") for the year ended December 31, 1999.
MM will also deliver to BUYER on or before the Closing Date any reports relating
to the financial and business condition of MM which are filed with the SEC after
the  date  of this  Agreement  and  any  other  reports  sent  generally  to its
shareholders after the date of this Agreement.

         3.15 MM has duly filed all reports required to be filed by it under the
Securities Act of 1933, as amended,  and the Securities Exchange Act of 1934, as
amended,  (the "Federal  Securities Laws"). No such reports, or any reports sent
to the shareholders of MM generally,  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 report,  in light of the  circumstances
under which they were made, not misleading.

         3.16 SELLERS hereby covenants that during the contract period, prior to
closing,  MM will not take any board action without BUYER's approval in writing,
pending selection of new officers and directors at closing.

         3.17 SELLERS own the 672,000 MM shares being sold to the BUYER free and
clear of any liens and  encumbrances  and may transfer  such shares  without the
consent of any third party.

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                                   ARTICLE IV

               OBLIGATIONS OF THE PARTIES PENDING THE CLOSING DATE

         4.1 At all times prior to the  Closing  Date  during  regular  business
hours, each party will permit the other to examine its books and records and the
books and  records  of its  subsidiaries  and will  furnish  copies  thereof  on
request.  It is recognized that, during the performance of this Agreement,  each
party may provide the other parties with  information  which is  confidential or
proprietary  information.  During the term of this Agreement, and for four years
following the termination of this Agreement,  the recipient of such  information
shall protect such information from disclosure to persons, other than members of
its own or affiliated  organizations 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 the
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.

         4.2  SELLERS  and  BUYER  shall   promptly   provide  each  other  with
information  as to any  significant  developments  in the  performance  of  this
Agreement,  and shall promptly  notify the other if it discovers that any of its
representations,  warranties and covenants contained in this Agreement or in any
document delivered in connection with this Agreement was not true and correct in
all material respects or became untrue or incorrect in any material respect.

         4.3 All parties to this Agreement  shall take all such action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.

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                                    ARTICLE V

                              PROCEDURE FOR CLOSING

         5.1 At the Closing  Date,  the purchase and Sale shall be effected with
common stock certificates of MM being delivered duly executed for 672,000 shares
of common  stock to BUYER and the  delivery of $125,000 in a cashier's  check to
SELLERS from BUYER,  together with delivery of all other agreements,  schedules,
warranties and representations set forth in this Agreement.

                                   ARTICLE VI

                           CONDITIONS PRECEDENT TO THE
                          CONSUMMATION OF THE PURCHASE

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Closing Date:

         6.1  SELLERS  shall  have  performed  and  complied  with  all of their
respective  obligations  hereunder which are to be complied with or performed on
or before the  Closing  Date and  SELLERS  and MM and BUYER  shall  provide  one
another at the  Closing  with a  certificate  to the effect  that such party has
performed each of the acts and undertakings required to be performed by it on or
before the Closing Date pursuant to the terms of this Agreement.

         6.2 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

         6.3 All actions,  proceedings,  instruments  and documents  required to
carry out this Agreement and the transactions  contemplated  hereby and the form
and  substance  of all legal  proceedings  and related  matters  shall have been
approved by counsel for BUYER.

         6.4 The  representations  and  warranties  made by BUYER and SELLERS in
this Agreement shall be true as though such  representations  and warranties had
been made or given on and as of the Closing Date, except to the extent that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of (1) changes caused by  transactions  suggested or approved in writing
by BUYER or (2)  events or changes  (which  shall not,  in the  aggregate,  have

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materially and adversely affected the business,  assets, or financial  condition
of MM during or arising after the date of this Agreement.)

         6.5 All outstanding liabilities of MM shall have been paid and released
prior to closing.

         6.6 The Share  Exchange  Agreement  between  MM and the BUYER  which is
currently being negotiated will close concurrently with the closing hereof.

         6.7 SELLERS shall cause MM to appoint,  at closing, Daniel P. Murphy
as President of MM and shall appoint such persons directors as BUYER may direct,
subject  to  compliance  with  Section  14 f  (Shareholder's  Notice)  under the
Securities Exchange Act of 1934.

                                   ARTICLE VII

                           TERMINATION AND ABANDONMENT

         7.1   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:

          (a)  By mutual consent of parties;

          (b)  By  either  party,  if any  condition  set  forth in  Article  VI
               relating  to the  other  party  has not  been met or has not been
               waived;

          (c)  By  BUYER,  if any  suit,  action  or other  proceeding  shall be
               pending or threatened by the federal or a state government before
               any  court or  governmental  agency,  in which  it is  sought  to
               restrain,  prohibit or otherwise  affect the  consummation of the
               transactions contemplated hereby;

          (d)  By  any  party,  if  there  is  discovered  any  material  error,
               misstatement or omission in the representations and warranties of
               another Party;

          (e)  By any party if the Agreement  Closing Date is not within 30 days
               from the date hereof; or

         7.2 Any of the terms or conditions  of this  Agreement may be waived at
any time by the party which is entitled to the benefit thereof,  by action taken
by him or the Board of Directors,  provided;  however, that such action shall be
taken only if, in the  judgment of the Board of  Directors  or Party  taking the
action,  such waiver will not have a materially  adverse  effect on the benefits
intended under this Agreement to the party waiving such term or condition.

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         7.3 The  deposit of $25,000  paid as  consideration  herefore  shall be
non-refundable  if this  transaction  does not close due to the  failure  of the
BUYER to  perform  under the terms and  conditions  of this  Agreement.  If this
transaction  does not close due to the failure of the  SELLERS to perform  under
the terms and  conditions  of this  Agreement  or due to the breach by MM of its
representations  and  warranties  under this  agreement,  the  deposit  shall be
returned to the BUYER.

                                  ARTICLE VIII

                        TERMINATION OF REPRESENTATION AND
                        WARRANTIES AND CERTAIN AGREEMENTS

         8.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and  extinguished  by  consummation  of the
Agreement;  provided,  however, that the covenants and agreements of the parties
hereto shall survive in accordance with their terms.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 This Agreement  embodies the entire agreement  between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein or those provided for herein.

         9.2 To  facilitate  the  execution  of this  Agreement,  any  number of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

         9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

         9.4  This  Agreement  may be  amended  upon  approval  of the  Board of
Directors of BUYER and SELLERS.

         9.5  Any  notices,   requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, fees prepaid, addressed as follows:

To Sellers

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copy to:          Michael A. Littman
                  Attorney at Law
                  10200 W. 44th Ave., #400
                  Wheat Ridge, CO 80033

To Buyers:        Prudential Overseas Company, Ltd.
                  Attn:  Magaus Timmerby

copy to:


or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

         9.6 No press release or public statement will be issued relating to the
transactions  contemplated by this Agreement without prior approval of BUYER and
SELLERS.  However,  MM may issue at any time any press  release or other  public
statement  it believes on the advice of its counsel it is  obligated to issue to
avoid  liability  under the law relating to  disclosures,  but the party issuing
such press release or public  statement  shall make a reasonable  effort to give
the other party prior notice of and  opportunity  to participate in such release
or statement.

         IN WITNESS  WHEREOF,  the  parties  have set their hands and seals this
14th day of April, 2000.

                                       SELLERS:
                                       ---------------------------
                                        /s/Jeff Ploen
                                       ----------------------------
                                        /s/Scott Deitler
                                       ----------------------------
                                        /s/Jim Toot
                                       -----------------------------

                                       BUYER:  PRUDENTIAL OVERSEAS COMPANY, LTD.


                                       By:/s/Magaus Timmerby
                                         Magaus Timmerby, President




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