INTERSPACE ENTERPRISES INC
8-K12G3, EX-10.1, 2000-06-27
NON-OPERATING ESTABLISHMENTS
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                        BERKSHIRE CAPITAL PARTNERS, LTD.
                                  P.O. Box 679
                                  Main Street
                             Charlestown, Nevis BWI


4/14/00

Michael Littman Esq.
Counsel for Marathon/Interspace, Inc.

re: Cancellation of contract with Berkshire Capital Partners, Ltd.

Mr. Littman:

We hereby  acknowledge  receipt of a letter  informing us of the cancellation of
the contract between ourselves and the above-mentioned  companies.  We regret at
this time it is not  possible to go forward in a mutually  satisfactory  fashion
and wish you much success with your plans in the future.

Sincerely,

Berkshire Capital Partners, Ltd. by

Gillian Hobson

/s/Gillian Hobson



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