SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                          INTERSPACE ENTERPRISES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Colorado                       84-1283938
      ------------------------------- ------------------------------------
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
       incorporation or organization)

                7825 Fay Ave., Ste 200 La Jolla, California 92037
           ---------------------------------------- ------------------
               (Address of principal executive offices) (Zip Code)


                            The 2001 Consultants Plan
    ------------------------------------------------------------------------
                            (Full title of the plan)

                                Daniel P. Murphy
                            7825 Fay Ave., Suite 200
                           La Jolla, California 92037
                                 (858) 456-3539

                                   copies to:

                               Michael A. Littman
                                7609 Ralston Road
                                Arvada, CO 80002
                                 (303) 422-8127
    ------------------------------------------------------------------------
              (Name and address and telephone of agent for service)

<PAGE>

<TABLE>
<CAPTION>

                                      CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                         <C>                <C>                     <C>               <C>

                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED          REGISTERED            SHARE (1)             PRICE(1)         REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                6,000,000          $.08                    $480,000          $120
----------------------- --------------------- -------------------- --------------------- --------------------

</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933, the
price per share and aggregate offering price are based upon the average closing
bid ask price of the Common Stock of the Registrant as traded in the
Over-The-Counter Market and reported in the Electronic Bulletin Board of the
National Association of Securities Dealers on June 23, 2001.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.           PLAN INFORMATION

Not Applicable


ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Not Applicable

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are hereby incorporated by reference
into this Registration Statement:

<PAGE>

                  (a) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000, filed by the Registrant with the Commission on April 16,
2001, which contains audited consolidated financial statements for the most
recent fiscal year for which such statements have been filed.

                  (b) The Quarterly Report on Form 10-QSB for the (i) quarter
ended March 31, 2001, filed by the Registrant with the Commission on May 11,
2001.

                  (c) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with the common shares being
registered herein will be passed upon for the Company by the Law Offices of
Michael A. Littman are registering a total of 150,000 shares of the Company's
common stock pursuant to this Form S-8 Registration Statement.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Company's Bylaws and the Colorado Business Corporation Act provide for
and Directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8.           EXHIBITS.

                  4.0   The 2001 Consultants Plan
                  5.0   Opinion and Consent from Michael A. Littman
                 23.1   Consent of Siegel, Smith and Garber, CPA's

<PAGE>

ITEM 9.           UNDERTAKINGS

The undersigned Registrant hereby undertakes:

       1. To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such formation in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of La Jolla, State of California, on June 26, 2001.

                                             INTERSPACE ENTERPRISES, INC.

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

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Littman, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 26, 2001.

         /s/ Daniel P. Murphy          Chief Executive Officer and Director
         ------------------------------
         Daniel P. Murphy

         /s/ Andrew Patient             Chief Financial Officer
         ------------------------------
         Andrew Patient

         /s/ Alejandro Trujillo       Chief Technology Officer and Director
         ------------------------------
         Alejandro Trujillo



<PAGE>


                                   EXHIBIT 4.0

                          INTERSPACE ENTPERPRISES, INC.
                           2001 CONSULTANT STOCK PLAN


     Interspace Enterprises, Inc., a corporation organized under the laws of the
State of Colorado, hereby adopts this 2001 Consultant Stock Plan.

PURPOSE OF PLAN

         WHEREAS, the purpose of this 2001 Consultant Stock Plan is to advance
the interests of the, Inc. by helping the Company obtain and retain the services
of persons providing consulting services upon whose judgment, initiative,
efforts and/or services Interspace Enterprises, Inc. is substantially dependent,
by offering to or providing those persons with incentives or inducements
affording such persons an opportunity to become owners of capital stock of
Interspace Enterprises.com

                          TERMS AND CONDITIONS OF PLAN

         1. DEFINITIONS.

                  Set forth below are definitions of capitalized terms which are
generally used throughout this Plan, or references to provisions containing such
definitions (capitalized terms whose use is limited to specific provisions are
not referenced in this Section):

                  (a) AFFILIATE - The term "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.

                  (b) AWARD - The term "Award" is  collectively  and  severally
defined as any Options or Award Shares  granted  under this Plan.

                  (c) AWARD SHARES - The term "Award Shares" is defined as
shares of Common Stock granted by the Plan Committee in accordance with Section
6 of this Plan.

                  (d) BOARD - The term "Board" is defined as the Board of
Directors of the Company, as such body may be reconstituted from time to time.

                  (e) COMMON STOCK - The term "Common Stock" is defined as the
Company's common stock, par value $.00001.

                  (f) COMPANY - The term "Company" is defined as Interspace
Enterprises, Inc.

<PAGE>


                  (g) DISPOSED - The term "Disposed" (or the equivalent terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would directly or indirectly change the legal or beneficial ownership
thereof, whether voluntary or by operation of law, or with or without the
payment or provision of consideration, including, by way of example and not
limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any
transaction that creates or grants an option, warrant, or right to obtain an
interest in the Award; (iii) any transaction that creates a form of joint
ownership in the Award between the Recipient and one or more other Persons; (iv)
any Disposition of the Award to a creditor of the Recipient, including the
hypothecation, encumbrance or pledge of the Award or any interest therein, orthe
attachment or imposition of a lien by a creditor of the Recipient on the Award
or any interest therein which is not released within thirty (30) days after the
imposition thereof; (v) any distribution by an Recipient which is an entity to
its stockholders, partners, co-venturers or members, as the case may be, or (vi)
any distribution by an Recipient which is a fiduciary such as a trustee or
custodian to its settlors or beneficiaries.

                  (h) ELIGIBLE PERSON - The term "Eligible Person" means any
Person who, at a particular time, is a consultant to the Company or an Affiliate
who provides bona fide consulting services to the Company or the Affiliate,
PROVIDED, HOWEVER, no Award hereunder may be granted to any Person in connection
with the provision of any services incident to the raising of capital.

                  (i) FAIR MARKET VALUE - The term "Fair Market Value" means the
fair market value as of the applicable valuation date of the Option Shares,
Award Shares, or other shares of Common Stock, as the case may be, to be valued
(the "Subject Shares"), determined in accordance with the following principles:

                           (i) If the Common Stock is traded on a stock exchange
on the date in  question,  then the Fair Market Value of the Subject Shares will
be equal to the closing bid price of Common Stock on the principal exchange on
which the Common Stock is then trading, or, if Common Stock is not traded on
such date, then on the next preceding trading day during which a sale occurred;

                           (ii) If the Common Stock is traded  over-the-counter
on the Nasdaq  National  Market  System on the date in question, then the Fair
Market Value of the Subject Shares will equal (1) the last sales price (if the
Common Stock is then listed as a National Market Issue under the Nasdaq National
Market System) or (2) the mean between the closing representative bid and asked
price (in all other cases) for the common Stock on such date as reported by
Nasdaq or such successor quotation system;

                           (iii) If the Common Stock is traded  over-the-counter
on Nasdaq (other than on the Nasdaq  National  Market System) on the date in

<PAGE>

question, then the Fair Market Value of the Subject Shares will equal the mean
between the closing representative bid and asked price(in all other cases) for
the Common Stock on such date as reported by Nasdaq;

                           (iv) If the  Common  Stock is not  publicly  traded
on an  exchange  and is not  quoted  on the  Nasdaq or a successor quotation
system, then the Fair Market Value shall be determined by the Board acting in
good faith on such basis as it deems appropriate;

                           (v) If the Subject Shares are unregistered securities
(and thus are considered  "restricted  stock" within the meaning of Section 144
of the Securities Act), or if the Subject Shares are subject to conditions, risk
of forfeiture, or repurchase rights or rights of first refusal which impair its
value including, without limitation, those conditions more particularly
described in Section 7, then the Fair Market Value of the Subject Shares shall
be subject to such discount to reflect such impairments to value as the Plan
Committee may, in its sole discretion and without obligation to do so, determine
to be appropriate; and

                           (vi) Anything in Subsections (i) through (v) above to
the contrary, in no circumstances shall the Fair Market Value of the Subject
Shares be less than its par value.

                  (j) ISSUED  SHARES - The term "Issued  Shares" is defined as
shares of Common  Stock issued  pursuant to the terms of this Plan.

                  (k) OPTION - The term "Option" is defined as an option to
purchase Common Stock granted by the Plan Committee pursuant to the terms of the
Plan and, in particular, the terms of Section 5 of the Plan.

                  (l) OPTION PRICE - The term "Option Price" is defined in
Section 5(b) of this Plan.

                  (m) OPTION SHARES - The term "Option Shares" is defined as the
shares of Common Stock which an Option entitles the holder thereof to purchase.

                  (n) PERSON - The term "Person" is defined, in its broadest
sense, as any individual, entity or fiduciary such as, by way of example and not
limitation, individual or natural persons, corporations, partnerships (limited
or general), joint-ventures, associations, limited liability
companies/partnerships, or fiduciary arrangements, such as trusts.

                  (o) PLAN - The term "Plan" is defined as this 2001 Consultant
Stock Plan.

                  (p) PLAN COMMITTEE - The term "Plan Committee" is defined as
that Committee appointed by the Board to administer and interpret this Plan as
more particularly described in Section 3 of the Plan; PROVIDED, HOWEVER, that
the term Plan Committee will refer to the Board during such times as no Plan
Committee is appointed by the Board.

<PAGE>

                  (q) RESTRICTED SHARES - The term "Restricted Shares" is
defined as Option Shares or Award Shares, as the case may be, that are subject
to restrictions as more particularly set forth in Section 7 of this Plan.

                  (r) RECIPIENT - The term "Recipient" is defined as any
Eligible Person who, at a particular time, receives the grant of an Award.

                  (s) SECURITIES ACT - The term "Securities Act" is defined as
the Securities Act of 1933, as amended (references herein to Sections of the
Securities Act are intended to refer to Sections of the Securities Act as
enacted at the time of the adoption of this Plan by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

         2. TERM OF PLAN.

                  This Plan shall be effective as of such time and date as this
Plan is adopted by the Board, and this Plan shall terminate on the first
business day prior to the ten (10) year anniversary of the date this Plan became
effective. No grants of Options shall be made under this Plan before the date
this Plan becomes effective or after the date this Plan terminates; PROVIDED,
HOWEVER, that (i) all Awards granted pursuant to this Plan prior to the
effective date of this Plan shall not be affected by the termination of this
Plan and (ii) all other provisions of this Plan shall remain in effect until the
terms of all outstanding Awards have been satisfied or terminated in accordance
with this Plan and the terms of such Awards.

         3. PLAN ADMINISTRATION.

                  (a) PLAN COMMITTEE.

                           (i) The Plan shall be administered and interpreted by
a committee  consisting of two (2) or more members of the Board; PROVIDED,
HOWEVER, no member of the Board who may serve as a member of the Plan Committee
if such person serves or served as a member of the plan committee with respect
to any plan (other than this Plan) of the Company or its Affiliates which plan
was or is established to comply with the provisions of Rule 16b-3(c)(2)(i) to
the Securities and Exchange Act of 1934, as amended (i.e., pertaining to the
establishment of so-called "Section 16b-3 Plans"), and, by reason of such
person's proposed service as a member of the Plan Committee, such person would
not be considered a "disinterested" person within the meaning of said Rule with
respect to such other plan.

                           (ii) Members of the Plan Committee may resign at any
time by delivering written notice to the Board.  Vacancies in the Plan Committee
shall be filled by the Board. The Plan Committee shall act by a majority of its

<PAGE>

members in office. The Plan Committee may act either by vote at a meeting or by
a memorandum or other written instrument signed by a majority of the Plan
Committee.

                           (iii) If the Board, in its discretion, does not
appoint a Plan Committee, the Board itself will administer and interpret the
Plan and take such other actions as the Plan Committee is authorized to take
hereunder; provided that the Board may take such actions hereunder in the same
manner as the Board may take other actions under the Certificate of
Incorporation and bylaws of the Company generally.

                  (b) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS.
While serving on the Plan Committee, such members shall not be eligible for
selection as Eligible Persons to whom an Award may be granted under the Plan.

                  (c) POWER TO MAKE AWARDS. The Plan Committee shall have the
full and final authority in its sole discretion, at any time and from
time-to-time, subject only to the express terms, conditions and other provisions
of the Certificate of Incorporation of the Company and this Plan, and the
specific limitations on such discretion set forth herein, to:

                           (i)  Designate the Eligible Persons or classes of
Eligible  Persons  eligible to receive  Awards from among the Eligible Persons;

                           (ii) Grant Awards to such selected  Eligible Persons
or classes of Eligible Persons in such form and amount (subject to the terms of
the Plan) as the Plan Committee shall determine;

                           (iii) Impose such  limitations,  restrictions and
conditions upon any Award as the Plan Committee shall deem appropriate and
necessary including, without limitation, the term of Options and any vesting
conditions attached thereto, and any vesting and repurchase conditions described
in Sections 3 or 7 placed upon grants of Option Shares or Award Shares;

                           (iv) Interpret the Plan, adopt, amend and rescind
rules and regulations  relating to the Plan, and make all other determinations
and take all other action necessary or advisable for the implementation and
administration of the Plan; and

                           (v) Delegate all or a portion of its authority under
subsections (i) through (iii) of this Section 3(c) to one or more directors of
the Company who are executive officers of the Company, subject to such
restrictions and limitations (such as the aggregate number of shares of Common
Stock that may be awarded) as the Plan Committee may decide to impose on such
delegate directors.

<PAGE>

                  In determining the recipient, form and amount of Awards, the
Plan Committee shall consider any factors deemed relevant, including the
individual's functions, responsibilities, value of services to the Company and
past and potential contributions to the Company's profitability and sound
growth.

                  (d) INTERPRETATION OF PLAN. The Plan Committee shall, in its
sole and absolute discretion, interpret and determine the effect of all matters
and questions relating to this Plan. The interpretations and determinations of
the Plan Committee under the Plan (including without limitation determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards, the methods of payment for Awards, the restrictions and
conditions placed upon Awards, and the other terms and provisions of Awards and
the certificates or agreements evidencing same) need not be uniform and may be
made by the Plan Committee selectively among Persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such Persons are
similarly situated. All actions taken and all interpretations and determinations
made under this Plan in good faith by the Plan Committee shall be final and
binding upon the Recipient, the Company, and all other interested Persons. No
member of the Plan Committee shall be personally liable for any action taken or
decision made in good faith relating to this Plan, and all members of the Plan
Committee shall be fully protected and indemnified to the fullest extent
permitted under applicable law by the Company in respect to any such action,
determination, or interpretation.

                  (e) COMPENSATION; ADVISORS. Members of the Plan Committee
shall receive such compensation for their services as members as may be
determined by the Board. All expenses and liabilities incurred by members of the
Plan Committee in connection with the administration of the Plan shall be borne
by the Company. The Plan Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other Persons, at
the cost of the Company. The Plan Committee, the Company and its officers and
directors shall be entitled to rely upon the advice, opinions, or valuations of
any such Persons.

         4. STOCK POOL.

                  (a) MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of
stock which may be issued or granted under the Plan shall be authorized and
unissued or treasury shares of Common Stock. The aggregate maximum number of
shares of Common Stock which may be issued in exercise of Options or as a grant
of Award Shares, as the case may be, shall not exceed Six Million (6,000,000)
shares of Common Stock (the "Stock Pool"); PROVIDED, HOWEVER, that such number
shall be increased by the following:

<PAGE>

                           (i) Any shares of Common Stock tendered by a
Recipient as payment for Option Shares or Award Shares;

                           (ii) Any rights to shares of Common Stock surrendered
by a Recipient as payment for Option Shares or Award Shares;

                           (iii) Any shares of Common Stock subject to an Option
which for any reason is terminated unexercised or expires; and

                           (iv) Any Restricted Shares which are granted as
Option Shares or Award Shares, and are subsequently forfeited by the holders
thereof.

                  (b) CALCULATING SHARES AVAILABLE FOR AWARDS. For purposes of
calculating the maximum number of shares of Common Stock in the Stock Pool which
may be issued under the Plan, the following rules shall apply:

                           (i) When Options are exercised, and when cash is used
as full payment for shares issued upon exercise of such Options, all the shares
issued (including the shares, if any, withheld for tax withholding requirements)
shall be counted;

                           (ii) When Options are exercised, and when shares of
Common Stock are used as full or partial payment for shares issued upon exercise
of such Options, if permitted by the Plan Committee, only the net shares issued
(including the shares, if any, withheld for tax withholding requirements) shall
be counted; and

                           (iii) When Award Shares are granted and the Plan
Committee elects to require  payment with respect to such grant, and when shares
of Common Stock are used as full or partial payment for the grant of such
shares, only the net shares issued (including the shares, if any, withheld for
tax withholding requirements) shall be counted.

                  (c) DATE OF AWARD. The date an Award is granted shall mean the
date selected by the Plan Committee as of which the Plan Committee allots a
specific number of shares to a Recipient with respect to such Award pursuant to
the Plan.

         5. OPTIONS (TO PURCHASE OPTION SHARES).

                  (a) GRANT. The Plan Committee may from time to time, and
subject to the provisions of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more options
to purchase for cash or shares the number of shares of Common Stock ("Options")
allotted by the Plan Committee; PROVIDED, HOWEVER, no Option shall be granted to
any Eligible Person who is a member of the Plan Committee. The grant of an

<PAGE>

Option shall be evidenced by either a written consulting agreement or a written
option certificate separate from such agreement, executed by the Company and the
Recipient, stating the number of shares of Common Stock subject to the Option,
and stating all terms and conditions of such Option.

                  (b) OPTION PRICE. The purchase price per Option Share
deliverable upon the exercise of an Option (the "Option Price") shall be such
price as may be determined by the Plan Committee; PROVIDED, HOWEVER, the Option
Price may not be less than the eighty five (85%) of Fair Market Value of the
underlying Option Shares as of the date of the grant of the Option.

                  (c) OPTION TERM; EXPIRATION. The term of each Option shall
commence at the grant date for such Option as determined by the Plan Committee,
and shall expire, unless an earlier expiration date is expressly provided in the
underlying consulting agreement or separate option certificate or another
Section of this Plan, on the first business day prior to the ten (10) year
anniversary of the date of grant thereof.

                  (d) EXERCISE DATE. Unless a later exercise date is expressly
provided in the underlying consulting agreement or option certificate or another
Section of the Plan, each Option shall become exercisable on the date of its
grant as determined by the Plan Committee. No Option shall be exercisable after
the expiration of its applicable term. Subject to the foregoing, each Option
shall be exercisable in whole or in part during its applicable term unless
expressly provided otherwise in the underlying consulting agreement or option
certificate.

                  (e) VESTING PROVISIONS. The Plan Committee may, in its sole
discretion, subject Options granted to Recipients to such vesting conditions
pertaining to continued provision of consulting services to the Company or any
Affiliate or the attainment of goals as the Plan Committee, in its sole
discretion, determines are appropriate; PROVIDED, HOWEVER, in no case shall any
Option provide for the vesting of Option Shares for a period of time which
exceeds five (5) years from date of grant of the Option, or on a cumulative
incremental percentage basis which is less than twenty percent (20%) per year.
If no vesting is expressly provided in the underlying consulting agreement or
separate option certificate, the Option shares shall be deemed fully vested upon
date of grant.

                  (f) MANNER OF EXERCISE AND PAYMENT. An exercisable Option, or
any exercisable portion thereof, may be exercised solely by delivery of all of
the following to the Secretary of the Company at his or her office at the
Company prior to the time when such Option or such portion becomes unexercisable
under this Section 5:

                           (i) Notice in writing signed by the Recipient or
other Person then entitled to exercise the Option or portion thereof stating
that such Option or portion is exercised, such notice complying with the
procedures set forth in the applicable consulting agreement or option

<PAGE>

certificate which governs the exercise of the Option, and any other applicable
rules established by the Plan Committee.

                           (ii) Full payment for the shares with respect to
which such Option or portion is thereby exercised asfollows (or any combination
of the following):

                           (1) In good funds (in U.S. dollars) by cash or by
check; and/or

                           (2) If expressly permitted in the underlying
consulting agreement or option certificate, or otherwise consented to by the
Plan Committee in writing:

                                           (A)  Shares of Common Stock owned by
the Recipient duly endorsed for transfer to the Company with a Fair Market Value
on the date of delivery equal to the aggregate Option Price of the Option Shares
with respect to which the Option or portion is thereby exercised;

                                            (B) The surrender or relinquishment
of rights to acquire  Common  Stock  owned by the  Recipient  with a Fair Market
Value on the date of delivery equal to the aggregate  Option Price of the Option
Shares with respect to which the Option or portion is thereby exercised; or

                                            (C) A full recourse promissory note
bearing  interest (not less than a rate as shall then preclude the imputation of
interest  under the Internal  Revenue Code of 1986, as amended) and payable upon
such terms as may be prescribed by the Plan  Committee.  The Plan  Committee may
also prescribe the form of such note and the security to be given for such note.
PROVIDED,  HOWEVER,  no Option may be exercised by delivery of a promissory note
or by a loan  from the  Company  if such  loan or other  extension  of credit is
prohibited by law at the time of exercise of this Option or does not comply with
the  provisions of Regulation G  promulgated  by the Federal  Reserve Board with
respect to "Margin  Stock" if the Company and the  Recipient are then subject to
such Regulation.

                           (iii)  Such  representations and documents as the
Plan  Committee,  in its absolute  discretion,  deems  necessary or advisable to
effect  compliance with all applicable  provisions of the Securities Act and any
other federal or state  securities laws or regulations.  The Plan Committee may,
in its  absolute  discretion,  also take  whatever  additional  actions it deems
appropriate to effect such compliance  including,  without  limitation,  placing
legends on a share  certificates  and issuing  stop-transfer  orders to transfer
agents and registrars.

                           (iv) In the event that the Option or portion thereof
shall be exercised by any Person other than the Recipient,  appropriate proof of
the right of such person or persons to exercise the Option or portion thereof.

<PAGE>

                  (g) NON-ASSIGNABILITY. Except as expressly provided in the
underlying consulting agreement or option certificate, Options may not be
Disposed by the Recipient, nor exercised by any Person other than the Recipient,
without the prior written consent of the Company, which consent the Company may
withhold in its sole and absolute discretion, and such Options shall, upon the
Disposition or exercise of such Option without the Company's prior written
consent, terminate and be null and void AB INITIO and of no further force and
effect.

                  (h) NO STOCKHOLDER RIGHTS. The Recipient shall not be, nor
have any of the rights or privileges of, a stockholder of the Company with
respect to the Option Shares unless and until all conditions for exercise of the
Option and the issuance of certificates for the Option Shares shall be
satisfied, at which time the Recipient shall become a stockholder of the Company
with respect to the Option Shares and as such shall thereafter be fully entitled
to receive dividends (if any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the Option Shares.

         6. AWARD SHARES.

                           (a) GRANT.  The Plan Committee may from time to time,
and subject to the provision of the Plan and such other terms and  conditions as
the Plan  Committee  may  prescribe,  grant to any  Eligible  Person one or more
shares of Common Stock  ("Award  Shares")  allotted by the Plan  Committee.  The
grant of Award  Shares or grant of the right to receive  Award  Shares  shall be
evidenced  by  either a  written  consulting  agreement  or a  separate  written
agreement  confirming  such grant,  executed  by the Company and the  Recipient,
stating the number of Award Shares  granted and stating all terms and conditions
of such grant.

                  (b) PURCHASE PRICE AND MANNER OF PAYMENT. The Plan Committee,
in its sole discretion, may grant Award Shares in any of the following
instances:

                           (i) as a "bonus" or "reward" for services previously
rendered and compensated,  in which case the recipient of the Award Shares shall
not be required to pay any consideration for such Award Shares, and the value of
such Award  Shares  shall be the Fair Market  Value of such Award  Shares on the
date of grant;

                           (ii) as "compensation" for the previous performance
or future  performance  of services or  attainment  of goals,  in which case the
recipient of the Award Shares shall not be required to pay any consideration for
such Award Shares (other than the performance of his services), and the value of
such  Award  Shares  received  (together  with  the  value of such  services  or
attainment of goals attained by the  Recipient),  shall be the Fair Market Value
of such Award Shares on the date of grant; or

<PAGE>


                           (iii) in  consideration for the payment of a purchase
price for such  Award  Shares in an amount  established  by the Plan  Committee,
which purchase price may not be less than eighty-five  percent (85%) of the Fair
Market  Value of such  Award  Shares  as of the  date of grant of such  purchase
right.

         7. RESTRICTED SHARES.

                  (a) VESTING CONDITIONS; FORFEITURE OF UNVESTED SHARES. The
Plan Committee may subject or condition the grant of Issued Shares (hereinafter
referred to as "Restricted Shares") to such vesting conditions based upon
continued provision of services or attainment of goals subsequent to such grant
of Restricted Shares as the Plan Committee, in its sole discretion, may deem
appropriate. In the event the Recipient does not satisfy such vesting
conditions, the Company may require the Recipient, subject to the payment terms
of Section 7(b), to forfeit such unvested Restricted Shares. All vesting
conditions imposed on the grant of Restricted Shares, including payment terms
complying with Section 7(b), shall be set forth in either a written consulting
agreement or a separate written restricted stock agreement, executed by the
Company and the Recipient on or before the time of the grant of such Restricted
Shares, stating the number of said Restricted Shares subject to such conditions
and further specifying the vesting conditions. If no vesting conditions are
expressly provided in the underlying consulting agreement or in a separate
restricted stock agreement, the Issued Shares shall not be deemed to be
Restricted Shares, and will not be required to be forfeited. Any grant of
Restricted Shares shall be subject to the following limitations:

                           (i) In no case shall such vesting conditions require
continued  provision  of services or  attainment  of goals,  as the case may be,
subsequent to the grant of Restricted Shares, for a period of time which exceeds
five (5) years from the date of grant, or on a cumulative incremental percentage
basis which is less than twenty percent (20%) per year;

                           (ii) In no case shall the Recipient be required to
forfeit any vested Restricted Shares; and

                           (iii) In the event of the forfeiture of any unvested
Restricted Shares, the Company shall pay to the Recipient with respect to all of
such unvested  Restricted Shares an amount equal to the original purchase price,
if any, paid by the Recipient for such unvested Restricted Shares.

                  (b) REPURCHASE PRICE FOR FORFEITED RESTRICTED SHARES. In the
event a Recipient does not satisfy applicable vesting conditions placed upon
Restricted Shares, and the Company exercises its right to require the Recipient
to forfeit such unvested Restricted Shares, the Company shall be required to pay
the Recipient an amount not less than:

<PAGE>


                           (i) The higher of the original purchase price for
such  forfeited  Restricted  Shares or the Fair Market  Value of such  forfeited
Restricted Shares on the date of the event triggering such repurchase rights; or

                           (ii) The original purchase price for such vested
Restricted Shares;  PROVIDED,  HOWEVER, that the right to repurchase in favor of
the Company  must lapse at the rate of at least  twenty  percent  (20%) per year
over five (5) years from the date of grant of the Restricted Shares.

                  The payments to be made by the Company to a Recipient for
forfeited Restricted Shares pursuant to Subsection (ii) may only be in the form
of cash or cancellation of purchase money indebtedness with respect to the
purchase of said Restricted Shares by the Recipient, if any, and must be paid no
later than ninety (90) days of the date of termination.

                  (c) RESTRICTIVE LEGEND. Until such time as all conditions
placed upon Restricted Shares lapse, the Plan Committee may place a restrictive
legend on the share certificate representing such Restricted Shares which
evidences said restrictions in such form and subject to such stop instructions
as the Plan Committee shall deem appropriate. The conditions shall similarly
apply to any new, additional or different securities the Recipient may become
entitled to receive with respect to such Restricted Shares by virtue of a stock
split or stock dividend or any other change in the corporate or capital
structure of the Company. The Plan Committee shall also have the right, should
it elect to do so, to require the Recipient to deposit the share certificate for
the Restricted Shares with the Company or its agent, endorsed in blank or
accompanied by a duly executed irrevocable stock power or other instrument of
transfer, until such time as the conditions lapse. The Company shall remove the
legend with respect to any Restricted Shares which become vested.

                  (d) STOCKHOLDER RIGHTS. The Recipient of Restricted Shares
shall have all rights or privileges of a stockholder of the Company with respect
to the Restricted Shares notwithstanding the terms of this Section 7 (with the
exception of Subsection (e) hereof) and, as such, shall be fully entitled to
receive dividends (if any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the Restricted Shares.

                  (e) NON-ASSIGNABILITY. Except as expressly provided in the
underlying consulting agreement or restricted stock agreement, unvested
Restricted Shares may not be Disposed by the Recipient without the prior written
consent of the Company, which consent the Company may withhold in its sole and
absolute discretion, and such purported Disposition shall be null and void AB
INITIO and of no force and effect.

<PAGE>


         8. REGISTRATION OF ISSUED SHARES.

                  (a) REGISTRATION OR EXEMPTION FROM REGISTRATION. Unless
expressly stipulated in the underlying consulting agreement or separate option
certificate or agreement, in no event shall the Company be required at any time
to register the Issued Shares under the Securities Act (including, without
limitation, as part of any primary or secondary offering, or pursuant to Form
S-8) or to register or qualify the Issued Shares under the securities laws of
any state or territory (including, without limitation, pursuant to Section 25110
of the California Securities Act).

                  In the event the Company is not required to register or
qualify the Issued Shares, the Issued Shares shall be issued in reliance upon
such exemptions from registration or qualification under federal and state
securities laws, as the case may be, that the Company and its legal counsel, in
their reasonable discretion, shall determine to be appropriate, including,
without limitation:

                           (i) In the case of federal securities laws, any of
the  following,  if  available:  Section  3(b) of the
Securities Act for Limited Offerings and Rules 504 and/or 505 of Regulation D
promulgated thereto, and/or Section 4(2) of the Securities Act for private
offerings and Rule 506 of Regulation D promulgated thereto, and

                           (ii) In the case of California securities laws,
Section 25102(f) of the California  Securities Act of 1968, as amended, or, if
the Recipient is then a resident of and/or domiciled within another state, the
requirements of any applicable exemptions from registration or qualification
afforded by the securities laws of such state.

                  If requested by the Company, the Recipient shall provide such
further representations or documents as the Company or its legal counsel, in
their reasonable discretion, deem necessary or advisable in order to effect
compliance with the conditions of any and all of the aforesaid exemptions from
federal or state registration or qualification which it is relying upon, or with
all applicable rules and regulations of any applicable securities exchanges. If
required by the Company, the Recipient shall provide a letter from a purchaser
representative with credentials reasonably acceptable to the Company to the
effect that such purchaser representative has reviewed the Recipient's proposed
investment in the Issued Shares and has determined that an investment in the
Issued Shares: (A) is appropriate in light of the Recipient's financial
circumstances, (B) that the purchaser representative and, if applicable, the
Recipient, have such knowledge and experience in financial and business matters
that the such persons are capable of evaluating the merits and risks of an
investment in the Issued Shares, and (C) that the purchaser representative and,
if applicable, the Recipient, have such business or financial experience to be
reasonably assumed to have the capacity to protect the Recipient's interests in
connection with the purchase of the Issued Shares.

<PAGE>

                  In the event the Company is unable to obtain, without undue
burden or expense, such consents or approvals that may be required from any
applicable regulatory authority (or may be deemed reasonably necessary or
advisable by legal counsel for the Company) with respect to the applicable
exemptions from federal or state registration or qualification which the Company
is reasonably relying upon, the Company shall have no obligation under this
Agreement to issue or sell the Issued Shares until such time as such consents or
approvals may be reasonably obtained without undue burden or expense, and the
Company shall be relieved of all liability with respect to its inability to
issue or sell the Issued Shares.

                  (b) LEGEND. In the event the Company delivers unregistered
shares, the Company reserves the right to place the following legend or such
other legend as its deems necessary on the share certificate or certificates to
comply with the Securities Act and any state and territory securities laws or
any exemption from registration or qualification thereunder which is being
relied upon by the Company.

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
(1) REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION AFFORDED BY SUCH ACT, OR (2)
REGISTERED OR QUALIFIED, AS THE CASE MAY BE, UNDER SECURITIES LAWS OF ANY STATE
OR TERRITORY OF THE UNITED STATES WHICH MAY BE APPLICABLE INCLUDING, WITHOUT
LIMITATION, THE CALIFORNIA SECURITIES ACT OF 1968, AS AMENDED, IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION OR QUALIFICATION, AS THE CASE MAY BE, AFFORDED BY
SUCH STATE OR TERRITORIAL SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED
FOR THE HOLDER'S A VIEW FOR RESALE OR DISTRIBUTION. THESE SECURITIES MAY NOT BE
SOLD OR TRANSFERRED UNLESS (A) THEY HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 AS WELL AS UNDER THE SECURITIES LAWS OF ANY STATE OR
TERRITORY OF THE UNITED STATES AS MAY THEN BE APPLICABLE, OR (B) THE TRANSFER
AGENT (OR THE COMPANY IF THEN ACTING AS ITS TRANSFER AGENT) IS PRESENTED WITH
EITHER A WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE COMPANY OR A NO-ACTION
OR INTERPRETIVE LETTER FROM THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
AND ANY APPLICABLE STATE OR TERRITORIAL SECURITIES REGULATORY AGENCY TO THE
EFFECT THAT SUCH REGISTRATION OR QUALIFICATION, AS THE CASE MAY BE, IS NOT
REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR TRANSFER.

         9. ADJUSTMENTS.

                  (a) SUBDIVISION OR STOCK DIVIDEND. If outstanding shares of
Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or reclassification, the number of shares of Common Stock, if
any, available for issuance in the Stock Pool, and the Option Price of any

<PAGE>

outstanding Options in effect immediately prior to such subdivision or at the
record date of such dividend shall, simultaneously with the effectiveness of
such subdivision or immediately after the record date of such dividend, be
proportionately reduced, and conversely, if the outstanding shares of Common
Stock shall be combined into a smaller number of shares, the number of shares of
Common Stock, if any, available for issuance in the Stock Pool, and the Option
Price of any outstanding Option in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

                  (b) ADJUSTMENT TO OPTION PRICE. When any adjustment is
required to be made in the Option Price, the number of shares purchasable upon
the exercise of any outstanding Option shall be adjusted to that number of
shares determined by: (i) multiplying an amount equal to the number of shares
purchasable upon the exercise of the Option immediately prior to such adjustment
by the Option Price in effect immediately prior to such adjustment, and then
(ii) dividing that product by the Option Price in effect immediately after such
adjustment. PROVIDED, HOWEVER, no fractional shares shall be issued, and any
fractional shares resulting from the computations pursuant to this Section 10
shall be eliminated from the Option.

                  (c) CAPITAL REORGANIZATION OR RECLASSIFICATION; CONSOLIDATION
OR MERGER. In case of any capital reorganization or any reclassification of
Common Stock (other than a recapitalization hereinabove described in Section
10(a), or the consolidation, merger, combination or exchange of shares with
another entity, or the divisive reorganization of the Company, the Recipient
shall thereafter be entitled upon exercise of the Option to purchase the kind
and number of shares of stock or other securities or property of the Company (or
its successor{s}) receivable upon such event by a Recipient of the number of
shares of Common Stock of the Company which such Option entitles the recipient
to purchase from the Company immediately prior to such event. In every such
case, the Company may appropriately adjust the number of shares of Common Stock
in the Pool which may be issued under the Plan, the number of shares of Common
Stock subject to Options theretofore granted under the Plan, the Option Price of
Options theretofore granted under the Plan, and any and all other matters deemed
appropriate by the Plan Committee.

                  (d) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Plan Committee, whose
determination in that respect shall be final, binding and conclusive.

                  (e) NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided
in this Section 10, (i) the Recipient shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation

<PAGE>

or divisive reorganization or sale of assets or stock to another corporation, or
any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of, or
the Option Price for, the shares. The grant of an Award pursuant to this Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.

         10. PERFORMANCE ON BUSINESS DAY.

                  In the event the date on which a party to this Plan is
required to take any action under the terms of this Plan is not a business day,
the action shall, unless otherwise provided herein, be deemed to be required to
be taken on the next succeeding business day.

         11. EMPLOYMENT STATUS.

                  In no event shall the granting of an Award be construed as
granting a continued right of employment to a Recipient if such Person is
employed by the Company, nor effect any right which the Company may have to
terminate the employment of such Person, at any time, with or without cause,
except to the extent that such Person and the Company have agreed otherwise in
writing.

         12. NON-LIABILITY FOR DEBTS.

                  No Options granted hereunder, or unvested Restricted Shares
granted hereunder, or any part thereof, shall be liable for the debts,
contracts, or engagements of a Recipient or such Recipient's successors in
interest or shall be subject to disposition by transfer, alienation, or any
other means whether such disposition be voluntary or involuntary or by operation
of law, by judgment, levy, attachment, garnishment, or any other legal or
equitable proceeding (including bankruptcy), and any attempted disposition
thereof shall be null and void AB INITIO and of no further force and effect.

         13. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

                  (a) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The Board
may amend the Plan or suspend or discontinue the Plan at any time or from
time-to-time; PROVIDED, HOWEVER no such action may adversely alter or impair any
Award previously granted under this Plan without the consent of each Recipient
affected thereby.

<PAGE>

                  (b) MODIFICATION OF TERMS OF OUTSTANDING OPTIONS. Subject to
the terms and conditions and within the limitations of this Plan, the Plan
Committee may modify, extend or renew outstanding Options granted under this
Plan, including vesting conditions, or accept the surrender of outstanding
Options (to the extent not theretofore exercised) and authorize the granting of
new Options in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, however, no modification of any outstanding
Option may, without the consent of the Recipient affected thereby, adversely
alter or impair such Recipients rights under such Option.

                  (c) MODIFICATION OF RESTRICTED SHARE VESTING CONDITIONS.
Subject to the terms and conditions and within the limitations of this Plan,
including vesting conditions, the Plan Committee may modify the conditions
placed upon the grant of any Restricted Shares, PROVIDED, HOWEVER, no
modification of any conditions placed upon Restricted Shares may, without the
consent of the Recipient thereof, adversely alter or impair such Recipient's
rights with respect to such Restricted Shares.

                  (d) COMPLIANCE WITH LAWS. The Plan Committee may at any time
or from time-to-time, without receiving further consideration from any Person
who may become entitled to receive or who has received the grant of an Award
hereunder, modify or amend Awards granted under this Plan as required to: (i)
comport with changes in securities, tax or other laws or rules, regulations or
regulatory interpretations thereof applicable to this Plan or Awards thereunder
or to comply with stock exchange rules or requirements and/or (ii) ensure that
this Plan is and remains or shall become exempt from the application of any
participation, vesting, benefit accrual, funding, fiduciary, reporting,
disclosure, administration or enforcement requirement of either the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the
corresponding provisions of the Internal Revenue Code of 1986, as amended
(Subchapter D of Title A, Chapter 1 of the Code {encompassing Sections 400 to
420 of the Code}). PROVIDED, HOWEVER, no such modification may, without the
consent of the holder thereof, adversely alter or impair his or her rights with
respect to such Award Shares.

         14. WITHHOLDING TAXES.

                  As a condition of the grant of any Award and/or exercise of
any Option, as the case may be, the Company shall have the right to require the
Recipient to remit to the Company an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements incident to such grant or
exercise. PROVIDED, HOWEVER, whenever the Company is delivering any shares of
Common Stock the Company may, in its sole discretion, but without obligation to
do so, issue or transfer such shares of Common Stock net of the number of shares
sufficient to satisfy any withholding tax requirements incident to such issuance
or transfer. For withholding tax purposes, the shares of Common Stock shall be
valued on the date the withholding obligation is incurred.

<PAGE>

                                    * * * * *

         The undersigned hereby certifies that the foregoing 2001 Consultant
Stock Plan was duly adopted effective as of the 26th day of June, 2001 by the
Board of Directors of Interspace Enterprises, Inc.


INTERSPACE ENTERPRISES, INC.

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




<PAGE>


EXHIBIT 5.0
                        LAW OFFICES OF MICHAEL A. LITTMAN
                                7609 Ralston Road
                                Arvada, CO 80002
                               Tel (310) 208-1183
                               Fax (310) 208-1154

June 26, 2001

Executive Registrar and Transfer Agency, Inc.
3118 W. Thomas Road, Ste. 707
Phoenix, AZ 85017

         Re:      2001 CONSULTANTS STOCK PLAN

Ladies and Gentlemen:

         We have acted as counsel to Interspace Enterprises, Inc., a Colorado
corporation (the "Company") in connection with the preparation the filing with
the Securities and Exchange Commission under the Securities Act of 1933 of the
Company's Registration Statement on Form S-8 relating to 6,000,000 shares of the
Company's common stock, par value $0.00001 (the "Shares").

           In connection with that registration, we have reviewed the
proceedings of the Board of Directors of the Company relating to the
registration and proposed issuance of the Shares, the Certificate of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to the rendering of the following opinion.

         Based upon that review, it is our opinion that the Shares, when issued
will be legally issued, fully paid, and nonassessable under the Colorado
Corporations Code.

         We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states as to the issuance and sale of the
Shares.

         We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the Shares and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the registration statement.

MICHAEL A. LITTMAN
Attorney at Law

By: /s/ Michael A. Littman
    -------------------------------
    Michael A. Littman

<PAGE>


EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Interspace Enterprises, Inc.


We consent to incorporation by reference in the registration statement titled
"The 2001 Consultants Plan" on Form S-8 of Interspace Enterprises, Inc., of our
report dated April 5, 2001, relating to the balance sheet of Interspace
Enterprises, Inc. as of December 31, 2000, and the related statements of
operations, changes in stockholders' (deficit) equity, and cash flows for the
year then ended, which report appears in the December 31, 2000 annual report on
Form 10-KSB of Interspace Enterprises, Inc..



By: /s/ Siegel, Smith and Garber, LLP
    -------------------------------
     Siegel, Smith and Garber, LLP

Del Mar, California
June 26, 2001
[{"type": "S-8", "sequence": "1", "filename": "iei-s8.txt", "secsgml_size_bytes": 61015}]
{"company-data": {"conformed-name": "INTERSPACE ENTERPRISES INC", "cik": "0001098331", "assigned-sic": "9995", "irs-number": "841283938", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65320", "film-number": "1683648"}, "business-address": {"street1": "7825 FAY AVENUE", "street2": "#200", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "8584563539"}, "mail-address": {"street1": "7825 FAY AVENUE", "street2": "STE 200", "city": "LA JOLLA", "state": "CA", "zip": "92037"}, "former-company": {"former-conformed-name": "MARATHON MARKETING CORP", "date-changed": "19991103"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          INTERSPACE ENTERPRISES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Colorado                       84-1283938
      ------------------------------- ------------------------------------
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
       incorporation or organization)

                7825 Fay Ave., Ste 200 La Jolla, California 92037
           ---------------------------------------- ------------------
               (Address of principal executive offices) (Zip Code)

                            The 2001 Consultants Plan
    ------------------------------------------------------------------------
                            (Full title of the plan)

                                Daniel P. Murphy
                            7825 Fay Ave., Suite 200
                           La Jolla, California 92037
                                 (858) 456-3539

                                   copies to:

                               Michael A. Littman
                                7609 Ralston Road
                                Arvada, CO 80002
                                 (303) 422-8127
    ------------------------------------------------------------------------
              (Name and address and telephone of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED          REGISTERED            SHARE (1)             PRICE(1)         REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                6,000,000          $.08                    $480,000          $120
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933, the
price per share and aggregate offering price are based upon the average closing
bid ask price of the Common Stock of the Registrant as traded in the
Over-The-Counter Market and reported in the Electronic Bulletin Board of the
National Association of Securities Dealers on June 23, 2001.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION

Not Applicable

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Not Applicable

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are hereby incorporated by reference
into this Registration Statement:
(a) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000, filed by the Registrant with the Commission on April 16,
2001, which contains audited consolidated financial statements for the most
recent fiscal year for which such statements have been filed.

                  (b) The Quarterly Report on Form 10-QSB for the (i) quarter
ended March 31, 2001, filed by the Registrant with the Commission on May 11,
2001.

                  (c) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

Not Applicable

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with the common shares being
registered herein will be passed upon for the Company by the Law Offices of
Michael A. Littman are registering a total of 150,000 shares of the Company's
common stock pursuant to this Form S-8 Registration Statement.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Company's Bylaws and the Colorado Business Corporation Act provide for
and Directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8.           EXHIBITS.

                  4.0   The 2001 Consultants Plan
                  5.0   Opinion and Consent from Michael A. Littman
                 23.1   Consent of Siegel, Smith and Garber, CPA's
ITEM 9.           UNDERTAKINGS

The undersigned Registrant hereby undertakes:

       1. To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such formation in the registration statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
SIGNATURES

         Pursuant to the requirements of the Securities Act, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of La Jolla, State of California, on June 26, 2001.

                                             INTERSPACE ENTERPRISES, INC.

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

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. Littman, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 26, 2001.

         /s/ Daniel P. Murphy          Chief Executive Officer and Director
         ------------------------------
         Daniel P. Murphy

         /s/ Andrew Patient             Chief Financial Officer
         ------------------------------
         Andrew Patient

         /s/ Alejandro Trujillo       Chief Technology Officer and Director
         ------------------------------
         Alejandro Trujillo
EXHIBIT 4.0

                          INTERSPACE ENTPERPRISES, INC.
                           2001 CONSULTANT STOCK PLAN

     Interspace Enterprises, Inc., a corporation organized under the laws of the
State of Colorado, hereby adopts this 2001 Consultant Stock Plan.

PURPOSE OF PLAN

         WHEREAS, the purpose of this 2001 Consultant Stock Plan is to advance
the interests of the, Inc. by helping the Company obtain and retain the services
of persons providing consulting services upon whose judgment, initiative,
efforts and/or services Interspace Enterprises, Inc. is substantially dependent,
by offering to or providing those persons with incentives or inducements
affording such persons an opportunity to become owners of capital stock of
Interspace Enterprises.com

                          TERMS AND CONDITIONS OF PLAN

         1. DEFINITIONS.

                  Set forth below are definitions of capitalized terms which are
generally used throughout this Plan, or references to provisions containing such
definitions (capitalized terms whose use is limited to specific provisions are
not referenced in this Section):

                  (a) AFFILIATE - The term "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.

                  (b) AWARD - The term "Award" is  collectively  and  severally
defined as any Options or Award Shares  granted  under this Plan.

                  (c) AWARD SHARES - The term "Award Shares" is defined as
shares of Common Stock granted by the Plan Committee in accordance with Section
6 of this Plan.

                  (d) BOARD - The term "Board" is defined as the Board of
Directors of the Company, as such body may be reconstituted from time to time.

                  (e) COMMON STOCK - The term "Common Stock" is defined as the
Company's common stock, par value $.00001.

                  (f) COMPANY - The term "Company" is defined as Interspace
Enterprises, Inc.
(g) DISPOSED - The term "Disposed" (or the equivalent terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would directly or indirectly change the legal or beneficial ownership
thereof, whether voluntary or by operation of law, or with or without the
payment or provision of consideration, including, by way of example and not
limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any
transaction that creates or grants an option, warrant, or right to obtain an
interest in the Award; (iii) any transaction that creates a form of joint
ownership in the Award between the Recipient and one or more other Persons; (iv)
any Disposition of the Award to a creditor of the Recipient, including the
hypothecation, encumbrance or pledge of the Award or any interest therein, orthe
attachment or imposition of a lien by a creditor of the Recipient on the Award
or any interest therein which is not released within thirty (30) days after the
imposition thereof; (v) any distribution by an Recipient which is an entity to
its stockholders, partners, co-venturers or members, as the case may be, or (vi)
any distribution by an Recipient which is a fiduciary such as a trustee or
custodian to its settlors or beneficiaries.

                  (h) ELIGIBLE PERSON - The term "Eligible Person" means any
Person who, at a particular time, is a consultant to the Company or an Affiliate
who provides bona fide consulting services to the Company or the Affiliate,
PROVIDED, HOWEVER, no Award hereunder may be granted to any Person in connection
with the provision of any services incident to the raising of capital.

                  (i) FAIR MARKET VALUE - The term "Fair Market Value" means the
fair market value as of the applicable valuation date of the Option Shares,
Award Shares, or other shares of Common Stock, as the case may be, to be valued
(the "Subject Shares"), determined in accordance with the following principles:

                           (i) If the Common Stock is traded on a stock exchange
on the date in  question,  then the Fair Market Value of the Subject Shares will
be equal to the closing bid price of Common Stock on the principal exchange on
which the Common Stock is then trading, or, if Common Stock is not traded on
such date, then on the next preceding trading day during which a sale occurred;

                           (ii) If the Common Stock is traded  over-the-counter
on the Nasdaq  National  Market  System on the date in question, then the Fair
Market Value of the Subject Shares will equal (1) the last sales price (if the
Common Stock is then listed as a National Market Issue under the Nasdaq National
Market System) or (2) the mean between the closing representative bid and asked
price (in all other cases) for the common Stock on such date as reported by
Nasdaq or such successor quotation system;

                           (iii) If the Common Stock is traded  over-the-counter
on Nasdaq (other than on the Nasdaq  National  Market System) on the date in
question, then the Fair Market Value of the Subject Shares will equal the mean
between the closing representative bid and asked price(in all other cases) for
the Common Stock on such date as reported by Nasdaq;

                           (iv) If the  Common  Stock is not  publicly  traded
on an  exchange  and is not  quoted  on the  Nasdaq or a successor quotation
system, then the Fair Market Value shall be determined by the Board acting in
good faith on such basis as it deems appropriate;

                           (v) If the Subject Shares are unregistered securities
(and thus are considered  "restricted  stock" within the meaning of Section 144
of the Securities Act), or if the Subject Shares are subject to conditions, risk
of forfeiture, or repurchase rights or rights of first refusal which impair its
value including, without limitation, those conditions more particularly
described in Section 7, then the Fair Market Value of the Subject Shares shall
be subject to such discount to reflect such impairments to value as the Plan
Committee may, in its sole discretion and without obligation to do so, determine
to be appropriate; and

                           (vi) Anything in Subsections (i) through (v) above to
the contrary, in no circumstances shall the Fair Market Value of the Subject
Shares be less than its par value.

                  (j) ISSUED  SHARES - The term "Issued  Shares" is defined as
shares of Common  Stock issued  pursuant to the terms of this Plan.

                  (k) OPTION - The term "Option" is defined as an option to
purchase Common Stock granted by the Plan Committee pursuant to the terms of the
Plan and, in particular, the terms of Section 5 of the Plan.

                  (l) OPTION PRICE - The term "Option Price" is defined in
Section 5(b) of this Plan.

                  (m) OPTION SHARES - The term "Option Shares" is defined as the
shares of Common Stock which an Option entitles the holder thereof to purchase.

                  (n) PERSON - The term "Person" is defined, in its broadest
sense, as any individual, entity or fiduciary such as, by way of example and not
limitation, individual or natural persons, corporations, partnerships (limited
or general), joint-ventures, associations, limited liability
companies/partnerships, or fiduciary arrangements, such as trusts.

                  (o) PLAN - The term "Plan" is defined as this 2001 Consultant
Stock Plan.

                  (p) PLAN COMMITTEE - The term "Plan Committee" is defined as
that Committee appointed by the Board to administer and interpret this Plan as
more particularly described in Section 3 of the Plan; PROVIDED, HOWEVER, that
the term Plan Committee will refer to the Board during such times as no Plan
Committee is appointed by the Board.
(q) RESTRICTED SHARES - The term "Restricted Shares" is
defined as Option Shares or Award Shares, as the case may be, that are subject
to restrictions as more particularly set forth in Section 7 of this Plan.

                  (r) RECIPIENT - The term "Recipient" is defined as any
Eligible Person who, at a particular time, receives the grant of an Award.

                  (s) SECURITIES ACT - The term "Securities Act" is defined as
the Securities Act of 1933, as amended (references herein to Sections of the
Securities Act are intended to refer to Sections of the Securities Act as
enacted at the time of the adoption of this Plan by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

         2. TERM OF PLAN.

                  This Plan shall be effective as of such time and date as this
Plan is adopted by the Board, and this Plan shall terminate on the first
business day prior to the ten (10) year anniversary of the date this Plan became
effective. No grants of Options shall be made under this Plan before the date
this Plan becomes effective or after the date this Plan terminates; PROVIDED,
HOWEVER, that (i) all Awards granted pursuant to this Plan prior to the
effective date of this Plan shall not be affected by the termination of this
Plan and (ii) all other provisions of this Plan shall remain in effect until the
terms of all outstanding Awards have been satisfied or terminated in accordance
with this Plan and the terms of such Awards.

         3. PLAN ADMINISTRATION.

                  (a) PLAN COMMITTEE.

                           (i) The Plan shall be administered and interpreted by
a committee  consisting of two (2) or more members of the Board; PROVIDED,
HOWEVER, no member of the Board who may serve as a member of the Plan Committee
if such person serves or served as a member of the plan committee with respect
to any plan (other than this Plan) of the Company or its Affiliates which plan
was or is established to comply with the provisions of Rule 16b-3(c)(2)(i) to
the Securities and Exchange Act of 1934, as amended (i.e., pertaining to the
establishment of so-called "Section 16b-3 Plans"), and, by reason of such
person's proposed service as a member of the Plan Committee, such person would
not be considered a "disinterested" person within the meaning of said Rule with
respect to such other plan.

                           (ii) Members of the Plan Committee may resign at any
time by delivering written notice to the Board.  Vacancies in the Plan Committee
shall be filled by the Board. The Plan Committee shall act by a majority of its
members in office. The Plan Committee may act either by vote at a meeting or by
a memorandum or other written instrument signed by a majority of the Plan
Committee.

                           (iii) If the Board, in its discretion, does not
appoint a Plan Committee, the Board itself will administer and interpret the
Plan and take such other actions as the Plan Committee is authorized to take
hereunder; provided that the Board may take such actions hereunder in the same
manner as the Board may take other actions under the Certificate of
Incorporation and bylaws of the Company generally.

                  (b) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS.
While serving on the Plan Committee, such members shall not be eligible for
selection as Eligible Persons to whom an Award may be granted under the Plan.

                  (c) POWER TO MAKE AWARDS. The Plan Committee shall have the
full and final authority in its sole discretion, at any time and from
time-to-time, subject only to the express terms, conditions and other provisions
of the Certificate of Incorporation of the Company and this Plan, and the
specific limitations on such discretion set forth herein, to:

                           (i)  Designate the Eligible Persons or classes of
Eligible  Persons  eligible to receive  Awards from among the Eligible Persons;

                           (ii) Grant Awards to such selected  Eligible Persons
or classes of Eligible Persons in such form and amount (subject to the terms of
the Plan) as the Plan Committee shall determine;

                           (iii) Impose such  limitations,  restrictions and
conditions upon any Award as the Plan Committee shall deem appropriate and
necessary including, without limitation, the term of Options and any vesting
conditions attached thereto, and any vesting and repurchase conditions described
in Sections 3 or 7 placed upon grants of Option Shares or Award Shares;

                           (iv) Interpret the Plan, adopt, amend and rescind
rules and regulations  relating to the Plan, and make all other determinations
and take all other action necessary or advisable for the implementation and
administration of the Plan; and

                           (v) Delegate all or a portion of its authority under
subsections (i) through (iii) of this Section 3(c) to one or more directors of
the Company who are executive officers of the Company, subject to such
restrictions and limitations (such as the aggregate number of shares of Common
Stock that may be awarded) as the Plan Committee may decide to impose on such
delegate directors.
In determining the recipient, form and amount of Awards, the
Plan Committee shall consider any factors deemed relevant, including the
individual's functions, responsibilities, value of services to the Company and
past and potential contributions to the Company's profitability and sound
growth.

                  (d) INTERPRETATION OF PLAN. The Plan Committee shall, in its
sole and absolute discretion, interpret and determine the effect of all matters
and questions relating to this Plan. The interpretations and determinations of
the Plan Committee under the Plan (including without limitation determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards, the methods of payment for Awards, the restrictions and
conditions placed upon Awards, and the other terms and provisions of Awards and
the certificates or agreements evidencing same) need not be uniform and may be
made by the Plan Committee selectively among Persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such Persons are
similarly situated. All actions taken and all interpretations and determinations
made under this Plan in good faith by the Plan Committee shall be final and
binding upon the Recipient, the Company, and all other interested Persons. No
member of the Plan Committee shall be personally liable for any action taken or
decision made in good faith relating to this Plan, and all members of the Plan
Committee shall be fully protected and indemnified to the fullest extent
permitted under applicable law by the Company in respect to any such action,
determination, or interpretation.

                  (e) COMPENSATION; ADVISORS. Members of the Plan Committee
shall receive such compensation for their services as members as may be
determined by the Board. All expenses and liabilities incurred by members of the
Plan Committee in connection with the administration of the Plan shall be borne
by the Company. The Plan Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other Persons, at
the cost of the Company. The Plan Committee, the Company and its officers and
directors shall be entitled to rely upon the advice, opinions, or valuations of
any such Persons.

         4. STOCK POOL.

                  (a) MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of
stock which may be issued or granted under the Plan shall be authorized and
unissued or treasury shares of Common Stock. The aggregate maximum number of
shares of Common Stock which may be issued in exercise of Options or as a grant
of Award Shares, as the case may be, shall not exceed Six Million (6,000,000)
shares of Common Stock (the "Stock Pool"); PROVIDED, HOWEVER, that such number
shall be increased by the following:
(i) Any shares of Common Stock tendered by a
Recipient as payment for Option Shares or Award Shares;

                           (ii) Any rights to shares of Common Stock surrendered
by a Recipient as payment for Option Shares or Award Shares;

                           (iii) Any shares of Common Stock subject to an Option
which for any reason is terminated unexercised or expires; and

                           (iv) Any Restricted Shares which are granted as
Option Shares or Award Shares, and are subsequently forfeited by the holders
thereof.

                  (b) CALCULATING SHARES AVAILABLE FOR AWARDS. For purposes of
calculating the maximum number of shares of Common Stock in the Stock Pool which
may be issued under the Plan, the following rules shall apply:

                           (i) When Options are exercised, and when cash is used
as full payment for shares issued upon exercise of such Options, all the shares
issued (including the shares, if any, withheld for tax withholding requirements)
shall be counted;

                           (ii) When Options are exercised, and when shares of
Common Stock are used as full or partial payment for shares issued upon exercise
of such Options, if permitted by the Plan Committee, only the net shares issued
(including the shares, if any, withheld for tax withholding requirements) shall
be counted; and

                           (iii) When Award Shares are granted and the Plan
Committee elects to require  payment with respect to such grant, and when shares
of Common Stock are used as full or partial payment for the grant of such
shares, only the net shares issued (including the shares, if any, withheld for
tax withholding requirements) shall be counted.

                  (c) DATE OF AWARD. The date an Award is granted shall mean the
date selected by the Plan Committee as of which the Plan Committee allots a
specific number of shares to a Recipient with respect to such Award pursuant to
the Plan.

         5. OPTIONS (TO PURCHASE OPTION SHARES).

                  (a) GRANT. The Plan Committee may from time to time, and
subject to the provisions of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more options
to purchase for cash or shares the number of shares of Common Stock ("Options")
allotted by the Plan Committee; PROVIDED, HOWEVER, no Option shall be granted to
any Eligible Person who is a member of the Plan Committee. The grant of an
Option shall be evidenced by either a written consulting agreement or a written
option certificate separate from such agreement, executed by the Company and the
Recipient, stating the number of shares of Common Stock subject to the Option,
and stating all terms and conditions of such Option.

                  (b) OPTION PRICE. The purchase price per Option Share
deliverable upon the exercise of an Option (the "Option Price") shall be such
price as may be determined by the Plan Committee; PROVIDED, HOWEVER, the Option
Price may not be less than the eighty five (85%) of Fair Market Value of the
underlying Option Shares as of the date of the grant of the Option.

                  (c) OPTION TERM; EXPIRATION. The term of each Option shall
commence at the grant date for such Option as determined by the Plan Committee,
and shall expire, unless an earlier expiration date is expressly provided in the
underlying consulting agreement or separate option certificate or another
Section of this Plan, on the first business day prior to the ten (10) year
anniversary of the date of grant thereof.

                  (d) EXERCISE DATE. Unless a later exercise date is expressly
provided in the underlying consulting agreement or option certificate or another
Section of the Plan, each Option shall become exercisable on the date of its
grant as determined by the Plan Committee. No Option shall be exercisable after
the expiration of its applicable term. Subject to the foregoing, each Option
shall be exercisable in whole or in part during its applicable term unless
expressly provided otherwise in the underlying consulting agreement or option
certificate.

                  (e) VESTING PROVISIONS. The Plan Committee may, in its sole
discretion, subject Options granted to Recipients to such vesting conditions
pertaining to continued provision of consulting services to the Company or any
Affiliate or the attainment of goals as the Plan Committee, in its sole
discretion, determines are appropriate; PROVIDED, HOWEVER, in no case shall any
Option provide for the vesting of Option Shares for a period of time which
exceeds five (5) years from date of grant of the Option, or on a cumulative
incremental percentage basis which is less than twenty percent (20%) per year.
If no vesting is expressly provided in the underlying consulting agreement or
separate option certificate, the Option shares shall be deemed fully vested upon
date of grant.

                  (f) MANNER OF EXERCISE AND PAYMENT. An exercisable Option, or
any exercisable portion thereof, may be exercised solely by delivery of all of
the following to the Secretary of the Company at his or her office at the
Company prior to the time when such Option or such portion becomes unexercisable
under this Section 5:

                           (i) Notice in writing signed by the Recipient or
other Person then entitled to exercise the Option or portion thereof stating
that such Option or portion is exercised, such notice complying with the
procedures set forth in the applicable consulting agreement or option
certificate which governs the exercise of the Option, and any other applicable
rules established by the Plan Committee.

                           (ii) Full payment for the shares with respect to
which such Option or portion is thereby exercised asfollows (or any combination
of the following):

                           (1) In good funds (in U.S. dollars) by cash or by
check; and/or

                           (2) If expressly permitted in the underlying
consulting agreement or option certificate, or otherwise consented to by the
Plan Committee in writing:

                                           (A)  Shares of Common Stock owned by
the Recipient duly endorsed for transfer to the Company with a Fair Market Value
on the date of delivery equal to the aggregate Option Price of the Option Shares
with respect to which the Option or portion is thereby exercised;

                                            (B) The surrender or relinquishment
of rights to acquire  Common  Stock  owned by the  Recipient  with a Fair Market
Value on the date of delivery equal to the aggregate  Option Price of the Option
Shares with respect to which the Option or portion is thereby exercised; or

                                            (C) A full recourse promissory note
bearing  interest (not less than a rate as shall then preclude the imputation of
interest  under the Internal  Revenue Code of 1986, as amended) and payable upon
such terms as may be prescribed by the Plan  Committee.  The Plan  Committee may
also prescribe the form of such note and the security to be given for such note.
PROVIDED,  HOWEVER,  no Option may be exercised by delivery of a promissory note
or by a loan  from the  Company  if such  loan or other  extension  of credit is
prohibited by law at the time of exercise of this Option or does not comply with
the  provisions of Regulation G  promulgated  by the Federal  Reserve Board with
respect to "Margin  Stock" if the Company and the  Recipient are then subject to
such Regulation.

                           (iii)  Such  representations and documents as the
Plan  Committee,  in its absolute  discretion,  deems  necessary or advisable to
effect  compliance with all applicable  provisions of the Securities Act and any
other federal or state  securities laws or regulations.  The Plan Committee may,
in its  absolute  discretion,  also take  whatever  additional  actions it deems
appropriate to effect such compliance  including,  without  limitation,  placing
legends on a share  certificates  and issuing  stop-transfer  orders to transfer
agents and registrars.

                           (iv) In the event that the Option or portion thereof
shall be exercised by any Person other than the Recipient,  appropriate proof of
the right of such person or persons to exercise the Option or portion thereof.
(g) NON-ASSIGNABILITY. Except as expressly provided in the
underlying consulting agreement or option certificate, Options may not be
Disposed by the Recipient, nor exercised by any Person other than the Recipient,
without the prior written consent of the Company, which consent the Company may
withhold in its sole and absolute discretion, and such Options shall, upon the
Disposition or exercise of such Option without the Company's prior written
consent, terminate and be null and void AB INITIO and of no further force and
effect.

                  (h) NO STOCKHOLDER RIGHTS. The Recipient shall not be, nor
have any of the rights or privileges of, a stockholder of the Company with
respect to the Option Shares unless and until all conditions for exercise of the
Option and the issuance of certificates for the Option Shares shall be
satisfied, at which time the Recipient shall become a stockholder of the Company
with respect to the Option Shares and as such shall thereafter be fully entitled
to receive dividends (if any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the Option Shares.

         6. AWARD SHARES.

                           (a) GRANT.  The Plan Committee may from time to time,
and subject to the provision of the Plan and such other terms and  conditions as
the Plan  Committee  may  prescribe,  grant to any  Eligible  Person one or more
shares of Common Stock  ("Award  Shares")  allotted by the Plan  Committee.  The
grant of Award  Shares or grant of the right to receive  Award  Shares  shall be
evidenced  by  either a  written  consulting  agreement  or a  separate  written
agreement  confirming  such grant,  executed  by the Company and the  Recipient,
stating the number of Award Shares  granted and stating all terms and conditions
of such grant.

                  (b) PURCHASE PRICE AND MANNER OF PAYMENT. The Plan Committee,
in its sole discretion, may grant Award Shares in any of the following
instances:

                           (i) as a "bonus" or "reward" for services previously
rendered and compensated,  in which case the recipient of the Award Shares shall
not be required to pay any consideration for such Award Shares, and the value of
such Award  Shares  shall be the Fair Market  Value of such Award  Shares on the
date of grant;

                           (ii) as "compensation" for the previous performance
or future  performance  of services or  attainment  of goals,  in which case the
recipient of the Award Shares shall not be required to pay any consideration for
such Award Shares (other than the performance of his services), and the value of
such  Award  Shares  received  (together  with  the  value of such  services  or
attainment of goals attained by the  Recipient),  shall be the Fair Market Value
of such Award Shares on the date of grant; or
(iii) in  consideration for the payment of a purchase
price for such  Award  Shares in an amount  established  by the Plan  Committee,
which purchase price may not be less than eighty-five  percent (85%) of the Fair
Market  Value of such  Award  Shares  as of the  date of grant of such  purchase
right.

         7. RESTRICTED SHARES.

                  (a) VESTING CONDITIONS; FORFEITURE OF UNVESTED SHARES. The
Plan Committee may subject or condition the grant of Issued Shares (hereinafter
referred to as "Restricted Shares") to such vesting conditions based upon
continued provision of services or attainment of goals subsequent to such grant
of Restricted Shares as the Plan Committee, in its sole discretion, may deem
appropriate. In the event the Recipient does not satisfy such vesting
conditions, the Company may require the Recipient, subject to the payment terms
of Section 7(b), to forfeit such unvested Restricted Shares. All vesting
conditions imposed on the grant of Restricted Shares, including payment terms
complying with Section 7(b), shall be set forth in either a written consulting
agreement or a separate written restricted stock agreement, executed by the
Company and the Recipient on or before the time of the grant of such Restricted
Shares, stating the number of said Restricted Shares subject to such conditions
and further specifying the vesting conditions. If no vesting conditions are
expressly provided in the underlying consulting agreement or in a separate
restricted stock agreement, the Issued Shares shall not be deemed to be
Restricted Shares, and will not be required to be forfeited. Any grant of
Restricted Shares shall be subject to the following limitations:

                           (i) In no case shall such vesting conditions require
continued  provision  of services or  attainment  of goals,  as the case may be,
subsequent to the grant of Restricted Shares, for a period of time which exceeds
five (5) years from the date of grant, or on a cumulative incremental percentage
basis which is less than twenty percent (20%) per year;

                           (ii) In no case shall the Recipient be required to
forfeit any vested Restricted Shares; and

                           (iii) In the event of the forfeiture of any unvested
Restricted Shares, the Company shall pay to the Recipient with respect to all of
such unvested  Restricted Shares an amount equal to the original purchase price,
if any, paid by the Recipient for such unvested Restricted Shares.

                  (b) REPURCHASE PRICE FOR FORFEITED RESTRICTED SHARES. In the
event a Recipient does not satisfy applicable vesting conditions placed upon
Restricted Shares, and the Company exercises its right to require the Recipient
to forfeit such unvested Restricted Shares, the Company shall be required to pay
the Recipient an amount not less than:
(i) The higher of the original purchase price for
such  forfeited  Restricted  Shares or the Fair Market  Value of such  forfeited
Restricted Shares on the date of the event triggering such repurchase rights; or

                           (ii) The original purchase price for such vested
Restricted Shares;  PROVIDED,  HOWEVER, that the right to repurchase in favor of
the Company  must lapse at the rate of at least  twenty  percent  (20%) per year
over five (5) years from the date of grant of the Restricted Shares.

                  The payments to be made by the Company to a Recipient for
forfeited Restricted Shares pursuant to Subsection (ii) may only be in the form
of cash or cancellation of purchase money indebtedness with respect to the
purchase of said Restricted Shares by the Recipient, if any, and must be paid no
later than ninety (90) days of the date of termination.

                  (c) RESTRICTIVE LEGEND. Until such time as all conditions
placed upon Restricted Shares lapse, the Plan Committee may place a restrictive
legend on the share certificate representing such Restricted Shares which
evidences said restrictions in such form and subject to such stop instructions
as the Plan Committee shall deem appropriate. The conditions shall similarly
apply to any new, additional or different securities the Recipient may become
entitled to receive with respect to such Restricted Shares by virtue of a stock
split or stock dividend or any other change in the corporate or capital
structure of the Company. The Plan Committee shall also have the right, should
it elect to do so, to require the Recipient to deposit the share certificate for
the Restricted Shares with the Company or its agent, endorsed in blank or
accompanied by a duly executed irrevocable stock power or other instrument of
transfer, until such time as the conditions lapse. The Company shall remove the
legend with respect to any Restricted Shares which become vested.

                  (d) STOCKHOLDER RIGHTS. The Recipient of Restricted Shares
shall have all rights or privileges of a stockholder of the Company with respect
to the Restricted Shares notwithstanding the terms of this Section 7 (with the
exception of Subsection (e) hereof) and, as such, shall be fully entitled to
receive dividends (if any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the Restricted Shares.

                  (e) NON-ASSIGNABILITY. Except as expressly provided in the
underlying consulting agreement or restricted stock agreement, unvested
Restricted Shares may not be Disposed by the Recipient without the prior written
consent of the Company, which consent the Company may withhold in its sole and
absolute discretion, and such purported Disposition shall be null and void AB
INITIO and of no force and effect.
8. REGISTRATION OF ISSUED SHARES.

                  (a) REGISTRATION OR EXEMPTION FROM REGISTRATION. Unless
expressly stipulated in the underlying consulting agreement or separate option
certificate or agreement, in no event shall the Company be required at any time
to register the Issued Shares under the Securities Act (including, without
limitation, as part of any primary or secondary offering, or pursuant to Form
S-8) or to register or qualify the Issued Shares under the securities laws of
any state or territory (including, without limitation, pursuant to Section 25110
of the California Securities Act).

                  In the event the Company is not required to register or
qualify the Issued Shares, the Issued Shares shall be issued in reliance upon
such exemptions from registration or qualification under federal and state
securities laws, as the case may be, that the Company and its legal counsel, in
their reasonable discretion, shall determine to be appropriate, including,
without limitation:

                           (i) In the case of federal securities laws, any of
the  following,  if  available:  Section  3(b) of the
Securities Act for Limited Offerings and Rules 504 and/or 505 of Regulation D
promulgated thereto, and/or Section 4(2) of the Securities Act for private
offerings and Rule 506 of Regulation D promulgated thereto, and

                           (ii) In the case of California securities laws,
Section 25102(f) of the California  Securities Act of 1968, as amended, or, if
the Recipient is then a resident of and/or domiciled within another state, the
requirements of any applicable exemptions from registration or qualification
afforded by the securities laws of such state.

                  If requested by the Company, the Recipient shall provide such
further representations or documents as the Company or its legal counsel, in
their reasonable discretion, deem necessary or advisable in order to effect
compliance with the conditions of any and all of the aforesaid exemptions from
federal or state registration or qualification which it is relying upon, or with
all applicable rules and regulations of any applicable securities exchanges. If
required by the Company, the Recipient shall provide a letter from a purchaser
representative with credentials reasonably acceptable to the Company to the
effect that such purchaser representative has reviewed the Recipient's proposed
investment in the Issued Shares and has determined that an investment in the
Issued Shares: (A) is appropriate in light of the Recipient's financial
circumstances, (B) that the purchaser representative and, if applicable, the
Recipient, have such knowledge and experience in financial and business matters
that the such persons are capable of evaluating the merits and risks of an
investment in the Issued Shares, and (C) that the purchaser representative and,
if applicable, the Recipient, have such business or financial experience to be
reasonably assumed to have the capacity to protect the Recipient's interests in
connection with the purchase of the Issued Shares.
In the event the Company is unable to obtain, without undue
burden or expense, such consents or approvals that may be required from any
applicable regulatory authority (or may be deemed reasonably necessary or
advisable by legal counsel for the Company) with respect to the applicable
exemptions from federal or state registration or qualification which the Company
is reasonably relying upon, the Company shall have no obligation under this
Agreement to issue or sell the Issued Shares until such time as such consents or
approvals may be reasonably obtained without undue burden or expense, and the
Company shall be relieved of all liability with respect to its inability to
issue or sell the Issued Shares.

                  (b) LEGEND. In the event the Company delivers unregistered
shares, the Company reserves the right to place the following legend or such
other legend as its deems necessary on the share certificate or certificates to
comply with the Securities Act and any state and territory securities laws or
any exemption from registration or qualification thereunder which is being
relied upon by the Company.

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
(1) REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION AFFORDED BY SUCH ACT, OR (2)
REGISTERED OR QUALIFIED, AS THE CASE MAY BE, UNDER SECURITIES LAWS OF ANY STATE
OR TERRITORY OF THE UNITED STATES WHICH MAY BE APPLICABLE INCLUDING, WITHOUT
LIMITATION, THE CALIFORNIA SECURITIES ACT OF 1968, AS AMENDED, IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION OR QUALIFICATION, AS THE CASE MAY BE, AFFORDED BY
SUCH STATE OR TERRITORIAL SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED
FOR THE HOLDER'S A VIEW FOR RESALE OR DISTRIBUTION. THESE SECURITIES MAY NOT BE
SOLD OR TRANSFERRED UNLESS (A) THEY HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 AS WELL AS UNDER THE SECURITIES LAWS OF ANY STATE OR
TERRITORY OF THE UNITED STATES AS MAY THEN BE APPLICABLE, OR (B) THE TRANSFER
AGENT (OR THE COMPANY IF THEN ACTING AS ITS TRANSFER AGENT) IS PRESENTED WITH
EITHER A WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE COMPANY OR A NO-ACTION
OR INTERPRETIVE LETTER FROM THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
AND ANY APPLICABLE STATE OR TERRITORIAL SECURITIES REGULATORY AGENCY TO THE
EFFECT THAT SUCH REGISTRATION OR QUALIFICATION, AS THE CASE MAY BE, IS NOT
REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR TRANSFER.

         9. ADJUSTMENTS.

                  (a) SUBDIVISION OR STOCK DIVIDEND. If outstanding shares of
Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or reclassification, the number of shares of Common Stock, if
any, available for issuance in the Stock Pool, and the Option Price of any
outstanding Options in effect immediately prior to such subdivision or at the
record date of such dividend shall, simultaneously with the effectiveness of
such subdivision or immediately after the record date of such dividend, be
proportionately reduced, and conversely, if the outstanding shares of Common
Stock shall be combined into a smaller number of shares, the number of shares of
Common Stock, if any, available for issuance in the Stock Pool, and the Option
Price of any outstanding Option in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

                  (b) ADJUSTMENT TO OPTION PRICE. When any adjustment is
required to be made in the Option Price, the number of shares purchasable upon
the exercise of any outstanding Option shall be adjusted to that number of
shares determined by: (i) multiplying an amount equal to the number of shares
purchasable upon the exercise of the Option immediately prior to such adjustment
by the Option Price in effect immediately prior to such adjustment, and then
(ii) dividing that product by the Option Price in effect immediately after such
adjustment. PROVIDED, HOWEVER, no fractional shares shall be issued, and any
fractional shares resulting from the computations pursuant to this Section 10
shall be eliminated from the Option.

                  (c) CAPITAL REORGANIZATION OR RECLASSIFICATION; CONSOLIDATION
OR MERGER. In case of any capital reorganization or any reclassification of
Common Stock (other than a recapitalization hereinabove described in Section
10(a), or the consolidation, merger, combination or exchange of shares with
another entity, or the divisive reorganization of the Company, the Recipient
shall thereafter be entitled upon exercise of the Option to purchase the kind
and number of shares of stock or other securities or property of the Company (or
its successor{s}) receivable upon such event by a Recipient of the number of
shares of Common Stock of the Company which such Option entitles the recipient
to purchase from the Company immediately prior to such event. In every such
case, the Company may appropriately adjust the number of shares of Common Stock
in the Pool which may be issued under the Plan, the number of shares of Common
Stock subject to Options theretofore granted under the Plan, the Option Price of
Options theretofore granted under the Plan, and any and all other matters deemed
appropriate by the Plan Committee.

                  (d) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Plan Committee, whose
determination in that respect shall be final, binding and conclusive.

                  (e) NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided
in this Section 10, (i) the Recipient shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of, or
the Option Price for, the shares. The grant of an Award pursuant to this Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.

         10. PERFORMANCE ON BUSINESS DAY.

                  In the event the date on which a party to this Plan is
required to take any action under the terms of this Plan is not a business day,
the action shall, unless otherwise provided herein, be deemed to be required to
be taken on the next succeeding business day.

         11. EMPLOYMENT STATUS.

                  In no event shall the granting of an Award be construed as
granting a continued right of employment to a Recipient if such Person is
employed by the Company, nor effect any right which the Company may have to
terminate the employment of such Person, at any time, with or without cause,
except to the extent that such Person and the Company have agreed otherwise in
writing.

         12. NON-LIABILITY FOR DEBTS.

                  No Options granted hereunder, or unvested Restricted Shares
granted hereunder, or any part thereof, shall be liable for the debts,
contracts, or engagements of a Recipient or such Recipient's successors in
interest or shall be subject to disposition by transfer, alienation, or any
other means whether such disposition be voluntary or involuntary or by operation
of law, by judgment, levy, attachment, garnishment, or any other legal or
equitable proceeding (including bankruptcy), and any attempted disposition
thereof shall be null and void AB INITIO and of no further force and effect.

         13. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

                  (a) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The Board
may amend the Plan or suspend or discontinue the Plan at any time or from
time-to-time; PROVIDED, HOWEVER no such action may adversely alter or impair any
Award previously granted under this Plan without the consent of each Recipient
affected thereby.
(b) MODIFICATION OF TERMS OF OUTSTANDING OPTIONS. Subject to
the terms and conditions and within the limitations of this Plan, the Plan
Committee may modify, extend or renew outstanding Options granted under this
Plan, including vesting conditions, or accept the surrender of outstanding
Options (to the extent not theretofore exercised) and authorize the granting of
new Options in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, however, no modification of any outstanding
Option may, without the consent of the Recipient affected thereby, adversely
alter or impair such Recipients rights under such Option.

                  (c) MODIFICATION OF RESTRICTED SHARE VESTING CONDITIONS.
Subject to the terms and conditions and within the limitations of this Plan,
including vesting conditions, the Plan Committee may modify the conditions
placed upon the grant of any Restricted Shares, PROVIDED, HOWEVER, no
modification of any conditions placed upon Restricted Shares may, without the
consent of the Recipient thereof, adversely alter or impair such Recipient's
rights with respect to such Restricted Shares.

                  (d) COMPLIANCE WITH LAWS. The Plan Committee may at any time
or from time-to-time, without receiving further consideration from any Person
who may become entitled to receive or who has received the grant of an Award
hereunder, modify or amend Awards granted under this Plan as required to: (i)
comport with changes in securities, tax or other laws or rules, regulations or
regulatory interpretations thereof applicable to this Plan or Awards thereunder
or to comply with stock exchange rules or requirements and/or (ii) ensure that
this Plan is and remains or shall become exempt from the application of any
participation, vesting, benefit accrual, funding, fiduciary, reporting,
disclosure, administration or enforcement requirement of either the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the
corresponding provisions of the Internal Revenue Code of 1986, as amended
(Subchapter D of Title A, Chapter 1 of the Code {encompassing Sections 400 to
420 of the Code}). PROVIDED, HOWEVER, no such modification may, without the
consent of the holder thereof, adversely alter or impair his or her rights with
respect to such Award Shares.

         14. WITHHOLDING TAXES.

                  As a condition of the grant of any Award and/or exercise of
any Option, as the case may be, the Company shall have the right to require the
Recipient to remit to the Company an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements incident to such grant or
exercise. PROVIDED, HOWEVER, whenever the Company is delivering any shares of
Common Stock the Company may, in its sole discretion, but without obligation to
do so, issue or transfer such shares of Common Stock net of the number of shares
sufficient to satisfy any withholding tax requirements incident to such issuance
or transfer. For withholding tax purposes, the shares of Common Stock shall be
valued on the date the withholding obligation is incurred.
* * * * *

         The undersigned hereby certifies that the foregoing 2001 Consultant
Stock Plan was duly adopted effective as of the 26th day of June, 2001 by the
Board of Directors of Interspace Enterprises, Inc.

INTERSPACE ENTERPRISES, INC.

By: /s/ Daniel P. Murphy
    -----------------------------------
      Daniel P. Murphy, President, CEO
EXHIBIT 5.0
                        LAW OFFICES OF MICHAEL A. LITTMAN
                                7609 Ralston Road
                                Arvada, CO 80002
                               Tel (310) 208-1183
                               Fax (310) 208-1154

June 26, 2001

Executive Registrar and Transfer Agency, Inc.
3118 W. Thomas Road, Ste. 707
Phoenix, AZ 85017

         Re:      2001 CONSULTANTS STOCK PLAN

Ladies and Gentlemen:

         We have acted as counsel to Interspace Enterprises, Inc., a Colorado
corporation (the "Company") in connection with the preparation the filing with
the Securities and Exchange Commission under the Securities Act of 1933 of the
Company's Registration Statement on Form S-8 relating to 6,000,000 shares of the
Company's common stock, par value $0.00001 (the "Shares").

           In connection with that registration, we have reviewed the
proceedings of the Board of Directors of the Company relating to the
registration and proposed issuance of the Shares, the Certificate of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to the rendering of the following opinion.

         Based upon that review, it is our opinion that the Shares, when issued
will be legally issued, fully paid, and nonassessable under the Colorado
Corporations Code.

         We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states as to the issuance and sale of the
Shares.

         We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the Shares and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the registration statement.

MICHAEL A. LITTMAN
Attorney at Law

By: /s/ Michael A. Littman
    -------------------------------
    Michael A. Littman
EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Interspace Enterprises, Inc.

We consent to incorporation by reference in the registration statement titled
"The 2001 Consultants Plan" on Form S-8 of Interspace Enterprises, Inc., of our
report dated April 5, 2001, relating to the balance sheet of Interspace
Enterprises, Inc. as of December 31, 2000, and the related statements of
operations, changes in stockholders' (deficit) equity, and cash flows for the
year then ended, which report appears in the December 31, 2000 annual report on
Form 10-KSB of Interspace Enterprises, Inc..

By: /s/ Siegel, Smith and Garber, LLP
    -------------------------------
     Siegel, Smith and Garber, LLP

Del Mar, California
June 26, 2001