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.
