AGREEMENT  AND  PLAN  OF  REORGANIZATION


     THIS  AGREEMENT  AND  PLAN  OF REORGANIZATION (this "Agreement") is entered
into  this 13th day of April, 2000, by and among 2THEMART.COM, INC., an Oklahoma
corporation  ("2TM"),  2THEMART.COM, INC., a Delaware corporation ("2TMD"),  and
the  "Surviving  Corporation"),  GOTOWORLD.COM,  INC.,  a  Delaware  corporation
("GTW")  and  LANGUAGEFORCE,  INC.,  a  Colorado  corporation  ("LF").

                                 RECITALS

     A.     GTW  is  a  wholly-owned subsidiary of LF and 2TMD is a wholly-owned
subsidiary  of  2TM.

     B.     Subject  to  and in accordance with the terms and conditions of this
Agreement and pursuant to the Certificate of Merger attached hereto as Exhibit A
("Certificate  of Merger"), the parties intend that 2TM will merge with and into
2TMD (the "Initial Merger") and immediately subsequently GTW will merge with and
into  2TMD  (the  "Subsequent Merger" and, together with the Initial Merger, the
"Mergers"),  whereby at the Effective Time of the Initial Merger, all of the 2TM
Common  Stock  will be converted into shares of 2TMD Common Stock on a one share
for  one  share  basis and at the Effective Time of the Subsequent Merger all of
the  GTW  Common  Stock  will  be  converted into fifty-two million nine hundred
thirty  thousand  nine  hundred and thirty-one (52,930,931) shares of 2TM Common
Stock

     C.     For  federal  income  tax  purposes, it is intended that the Mergers
shall  qualify  as a tax free reorganization within the meaning of '368(a)(2)(D)
of  the  Code.

     D.     The  parties  hereto  desire  to  set forth certain representations,
warranties  and  covenants  made  by  each  to the other as an inducement to the
consummation  of  the  Mergers.

                                 AGREEMENT

     NOW,  THEREFORE,  in  reliance on the foregoing recitals and in and for the
consideration  and  mutual  covenants  set  forth  herein,  the parties agree as
follows:

     1     CERTAIN  DEFINITIONS.

     1.1     "2TM  COMMON  STOCK"  shall  mean  all of the outstanding shares of
Common  Stock  of  2TM.

     1.2     "2TM  DISCLOSURE  SCHEDULE"  shall  mean  the  disclosure  schedule
provided  to GTW and LF by 2TM and 2TMD disclosing such items and matters as are
required  to  be  disclosed  under  this  Agreement.

     1.3     "2TM  FINANCIAL  STATEMENTS" shall mean 2TM's audited balance sheet
as  of December 31, 1999, and statements of operations, stockholder's equity and
cash  flow  for  the  twelve  (12)  month  period  then  ended.


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     1.4     "2TM  PRODUCTS/SERVICES"  shall mean all products or services which
have  been,  or  are being, marketed by 2TM, or are currently under development,
and  all  patents,  patent  applications, trade secrets, copyrights, trademarks,
trade  names  and other proprietary rights related to such products or services.

     1.5     "AFFILIATE"  shall  have  the  meaning  set  forth in the rules and
regulations  promulgated  by  the  Commission  pursuant  to  the Securities Act.

     1.6     "CLOSING"  shall  mean the closing of the transactions contemplated
by  this  Agreement.

     1.7     "CLOSING  DATE"  shall  mean  the  date  of  the  Closing.

     1.8     "CODE"  shall mean the United States Internal Revenue Code of 1986,
as  amended.

     1.9     "COMMISSION"  shall  mean the United States Securities and Exchange
Commission.

     1.10     "DISSENTING  SHARES"  shall  mean those shares held by holders who
perfect  their  appraisal  rights  under  the  applicable  state  laws.

     1.11     "EFFECTIVE TIME" shall mean the date and time of the effectiveness
of  the  Initial Merger under Delaware and Oklahoma law and the date and time of
the  effectiveness  of  the  Subsequent  Merger  under  Delaware  law.

     1.12     "GAAP"  shall  mean  generally  accepted  accounting  principles.

     1.13     "GTW COMMON STOCK" shall mean all the outstanding shares of common
stock  of  GTW.

     1.14     "GTW  DISCLOSURE  SCHEDULE"  shall  mean  the  disclosure schedule
provided  to 2TM and 2TMD by GTW and LF disclosing such items and matters as are
required  to  be  disclosed  under  this  Agreement.

     1.15     "GTW  FINANCIAL STATEMENTS" shall mean GTW's audited balance sheet
as  of December 31, 1999, and statements of operations, stockholders' equity and
cash  flow  for  the  twelve  (12)  month  period  then-ended.

     1.16     "GTW  PRODUCTS/SERVICES" shall mean all products or services which
have been, or are being, marketed by GTW or are currently under development, and
all  trade  secrets,  copyrights,  trademarks, trade names and other proprietary
rights  related  to  such  products  or  services.

     1.17     "MATERIAL  ADVERSE EFFECT" shall mean an effect on the operations,
assets  or  financial  condition  of an entity considered as a whole which would
lead  a  reasonable  business  person  to conclude that entering into the Merger
would  not  be  advisable  in  light  of  the  effect.

     1.18     "SECURITIES  ACT"  shall  mean  the  Securities  Act  of  1933, as
amended,  or  any  similar  federal  statute  and  the  rules  and  regulations
thereunder,  all  as  the  same  shall  be  in  effect  at  the  time.


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     1.19     "SUBSIDIARY"  OR  "SUBSIDIARIES"  shall  mean  all  corporations,
trusts,  partnerships, associations, joint ventures or other Persons, as defined
below,  of  which a corporation or any other Subsidiary of such corporation owns
not  less  than twenty percent (20%) of the voting securities or other equity or
of which such corporation or any other Subsidiary of such corporation possesses,
directly  or  indirectly,  the  power  to  direct  or cause the direction of the
management  and policies, whether through ownership of voting shares, management
contracts  or  otherwise.  "Person"  means  any  individual, corporation, trust,
association,  partnership,  proprietorship,  joint  venture  or  other  entity.

     1.20     "TRANSACTION  DOCUMENTS"  shall  mean  all documents or agreements
attached  as  an  exhibit  or  schedule  hereto,  and  set forth on the Table of
Contents.

     2.     PLAN  OF  REORGANIZATION.

     2.1     THE MERGERS.  Subject to the terms and conditions of this Agreement
and  the  Certificate  of  Merger,  2TM  shall  be merged with and into 2TMD and
immediately thereafter GTW shall be merged with and into 2TMD in accordance with
the  applic-able  provisions of the laws of the States of Delaware and Oklahoma,
and  with  the  terms  and  conditions of this Agreement and the Certificates of
Merger  set  forth  as  Exhibits  A,  B  and  C,  so  that:

     (A     At the Effective Time (as defined in Section 2.5 (below)), 2TM shall
be  merged  with  and into 2TMD and immediately subsequently GTW shall be merged
with  and  into 2TMD.  As a result of the Initial Merger, the separate corporate
existence  of  2TM  shall  cease,  and  2TMD  shall  continue  as  the surviving
corporation,  and  shall succeed to and assume all of the rights and obligations
of 2TM in accordance with the laws of Oklahoma and Delaware.  As a result of the
Subsequent Merger, the separate corporate existence of GTW shall cease, and 2TMD
shall continue as the surviving corporation, and shall succeed to and assume all
of  the  rights  and  obligations  of  GTW  (which  shall include the rights and
obligations  of  2TM)  in  accordance  with  the  laws  of  Delaware.

     (B     The  Certificate  of  Incorporation  and  Bylaws  of  2TMD in effect
immediately  prior  to  the  Effective  Time  shall  be  the  Certificate  of
Incorporation  and  Bylaws, respectively, of the Surviving Corporation after the
Effective  Time  unless  and until further amended as provided by law, provided,
however,  that  the  name  of  2TMD  shall  be  changed to "Gotoworld.com, Inc."

     (C     Subject  to the terms of this Agreement, Ian S. Simpson shall become
the  President,  Chief  Executive  Officer  and  Chairman  of  the  Board of the
Surviving  Corporation  and  the  remaining  directors  and  officers  of  2TM
immediately  prior  to the Effective Time shall be the directors and officers of
the Surviving Corporation after the Effective Time, except that Steven W. Rebeil
shall  resign  all  officer  positions  with  the  Surviving  Corporation.  Such
directors  and  officers  shall  hold  their  position  until  the  election and
qualification  of their respective successors or until their tenure is otherwise
terminated  in  accordance  with  the  Bylaws of the Surviving Corporation.  The
parties  hereto  agree  that the Board of Directors of the Surviving Corporation
shall  consist  of not less than seven members, two of which shall be designated
by  2TMD  and  two of which shall be designated by GTW, with the remaining three
initially  selected  by  the  four  designees.

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     2.2     CONVERSION  OF  SHARES.

     (A     Each  share  of 2TM Common Stock, issued and outstanding immediately
prior  to  the Effective Time, will, by virtue of the Initial Merger, and at the
Effective Time, and without further action on the part of any holder thereof, be
converted  into  an  equivalent number of shares of fully paid and nonassessable
shares  of  2TMD  common  stock  on  a  one  share  for  one  share  basis.

     (B     All  of  the  shares  of  GTW  common  stock, issued and outstanding
immediately  prior to the Effective Time (all of which are owned by LF as of the
date  of  this agreement), will, by virture of the Subsequent Merger, and at the
Effective Time, and without further action on the part of LF,  be converted into
fifty-two  million  nine  hundred  thirty  thousand  nine hundred and thirty-one
(52,930,931) shares of fully paid and nonassessable shares of 2TMD common stock.

     (C)  In  the event the issued and outstanding shares of 2TM common stock as
set  forth  in  Section  3.2(a)  are  subsequently  reduced  by  the  voluntary
cancellation  of  any of said shares by the Surviving Company and the respective
shareholder  therein,  the  shares  issued to GTW as set forth in Section 2.2(b)
shall  be  reduced  by  62.6333%  of  the  shares  so  cancelled.

     2.3     FRACTIONAL  SHARES.  No fractional shares of 2TMD common stock will
be  issued  in  connection  with  the  Subsequent  Merger.

     2.4     THE  CLOSING.  Subject to termination of this Agreement as provided
in  Section  10  (below),  the  Closing  shall  take  place  at  the  offices of
2TheMart.com, Inc., 18301 Von Karman Avenue, Seventh Floor, Irvine, CA 92612, as
soon  as possible upon the satisfaction or waiver of all conditions set forth in
Sections  8,  9  and  10  hereof,  or  such  other time and place as is mutually
agreeable  to  the  parties.    The  Closing  shall  be  no  later than the time
following the clearance of 2TMD's required time period under the required filing
in  accordance  with  Schedule  14C.

     2.5     EFFECTIVE  TIME.  Simultaneously  with the Closing, the Certificate
of  Merger  for the Initial Merger shall be filed in the office of the Secretary
of  State  of  the  State of Delaware and the Secretary of State of the State of
Oklahoma.  Immediately  upon filing of the Certificate of Merger for the Initial
Merger,  the  Certificate  of Merger for the Subsequent Merger shall be filed in
the  office  of  the  Secretary  of State of the State of Delaware.  The Initial
Merger  shall  become  effective  immediately  upon  the  filing  of  the  first
Certificate  of  Merger with such offices and the Subsequent Merger shall become
effective  immediately  upon the filing of the second Certificate of Merger with
such  office.

     2.6     TAX  FREE  REORGANIZATION.  The  parties  intend  to  adopt  this
Agreement  as a tax-free plan of reorganization and to consummate the Mergers in
accordance  with the provisions of '368(a)(2)(D) of the Code.  Each party agrees
that  it  will  not  take  or  assert  any position on any tax return, report or
otherwise  which  is  inconsistent  with  the  qualification of the Mergers as a
reorganization  within the meaning of '368(a) of the Code.  Except for cash paid
in  lieu  of  fractional  shares,  no consideration that could constitute "other
property" within the meaning of '356 of the Code is being paid by GTW or 2TM for
the  2TMD  Common Stock.  In addition, GTW and 2TMD represent now, and as of the
Closing  Date, that they presently intend to continue 2TM's historic business or
use  a  significant  portion  of 2TM's business assets in a business and 2TM and
2TMD  represent  now,  and as of the Closing Date, that they presently intend to
continue  GTW's historic business or use a significant portion of GTW's business
assets  in  a  business.


<PAGE>
     3.     REPRESENTATIONS AND WARRANTIES OF 2TM AND 2TMD.  Except as otherwise
set  forth  in the 2TM Disclosure Schedule attached hereto, 2TM and 2TMD jointly
and  severally  represent and warrant to GTW and LF as set forth below.  No fact
or circumstance disclosed shall constitute an exception to these representations
and  warranties  unless  such  fact  or  circumstance  is  set  forth in the 2TM
Disclosure  Schedule  or such supplements thereto as may mutually be agreed upon
in  writing  by  2TM,  2TMD,  GTW  and  LF.

     3.1     ORGANIZATION.  2TM  and  2TMD  are  corporations  duly  organized,
validly  existing  and  in  good  standing  under  the  laws  of  the  state  of
incorporation of such entity and have the corporate power and authority to carry
on  their  respective businesses as it is now being conducted.  2TM and 2TMD are
duly  qualified  or  licensed  to  do  business and are in good standing in each
jurisdiction  in  which  the nature of their respective businesses or properties
makes  such  qualification or licensing necessary except where the failure to be
so  qualified would not have a Material Adverse Effect on 2TM and 2TMD.  The 2TM
Disclosure Schedule contains a true and complete listing of the locations of all
sales  offices,  and  any  other  offices  or  facilities of 2TM, and a true and
complete  list  of  all  states  in  which 2TM maintains any employees.  The 2TM
Disclosure Schedule contains a true and complete list of all states in which 2TM
is  duly  qualified  to  transact  business  as a foreign corporation.  True and
complete  copies of 2TM's and 2TMD's Articles of Incorporation and Bylaws, as in
effect  on  the  date hereof and as to be in effect as of the Closing, have been
provided  to  GTW,  LF  or  their  representatives.

     3.2     CAPITALIZATION.

     (A     The authorized capital of 2TM will consist, prior to the Closing, of
50,000,000 shares of Common Stock, of which 29,578,194 shares will be issued and
outstanding.  The authorized capital of 2TMD will consist, prior to the Closing,
of  100,000,000 shares of Common Stock, of which 1,000 shares will be issued and
outstanding.  2TM  is the record and beneficial owner of all such shares of 2TMD
Common  Stock,  free  and  clear  of  any and all claims, liens, encumbrances or
security  interests.

     (B     Except  as set forth in the 2TM Disclosure Schedule, neither 2TM nor
2TMD  has  outstanding  any  preemptive  rights,  subscription  rights, options,
warrants,  rights  to  convert  or exchange, capital stock equivalents, or other
rights  to  purchase or otherwise acquire any 2TM or 2TMD capital stock or other
securities.

     (C     All  of  the  issued  and outstanding shares of 2TM and 2TMD capital
stock  have  been  duly  authorized,  validly  issued,  are  fully  paid  and
nonassessable,  and  such  capital stock has been issued in full compliance with
all  applicable  federal  and  state  securities  laws.  None of 2TM's or 2TMD's
issued  and  outstanding  shares  of  capital stock are subject to repurchase or
redemption  rights.

     (D     Except  for any restrictions imposed by applicable state and federal
securities  laws,  there  is  no  right  of  first  refusal,  option,  or  other
restriction  on  transfer  applicable  to  any shares of 2TM's or 2TMD's capital
stock.

     (E     Except as set forth in the 2TM Disclosure Schedule, 2TM is not under
any  obligation  to  register under the Securities Act any shares of its capital
stock  or  any other of its securities that might be issued in the future if the
Merger  were  not  consummated.

     (F     2TM  is  not  a  party  or subject to any agreement or understanding
(and,  to  2TM's  and  2TM's  actual  knowledge,  there  is  no  agreement  or
understanding  between  or  among  any  persons)  that affects or relates to the
voting  or  giving  of  written  consent  with  respect  to  any  security.


<PAGE>
     3.3     POWER,  AUTHORITY  AND  VALIDITY.  2TM  and 2TMD have the corporate
power  to enter into this Agreement and the other Transaction Documents to which
they  are  parties  and to carry out their obligations hereunder and thereunder.
The  execution  and delivery of this Agreement and the Transaction Documents and
the  consummation  of the transactions contemplated hereby and thereby have been
duly  authorized  by  the  Boards  of  Directors of 2TM and 2TMD and, except for
approval  of the shareholders of 2TM, no other corporate proceedings on the part
of  2TM or 2TMD are necessary to authorize this Agreement, the other Transaction
Documents  and  the  transactions contemplated herein and therein.  2TM and 2TMD
are not subject to, or obligated under, any charter, bylaw or contract provision
or  any  license,  franchise or permit, or subject to any order or decree, which
would  be breached or violated by or in conflict with its executing and carrying
out  this  Agreement  and  the transactions contemplated hereunder and under the
Transaction  Documents.  Except  for (i) the filing of the Certificate of Merger
with  the  Secretary of State of the State of Delaware and appropriate documents
with  the  relevant  authorities of other states in which 2TM is qualified to do
business,  (ii)  the  filing  of  the Certficate of Merger with the Secretary of
State  of  the  State  of Oklahoma, and (ii) filings under applicable securities
laws, no consent of any person who is a party to a contract which is material to
2TM's  business,  nor  consent  of any governmental authority, is required to be
obtained  on  the part of 2TM to permit the transactions contemplated herein and
to permit 2TM to continue the business activities of 2TM as previously conducted
by  2TM  without  a  Material  Adverse Effect.  This Agreement is, and the other
Transaction  Documents when executed and delivered by 2TM and 2TMD shall be, the
valid  and  binding  obligations of 2TM and 2TMD, enforceable in accordance with
their  respective  terms.

     3.4     FINANCIAL  STATEMENTS.

     (A     2TM  has  delivered  to  GTW copies of the 2TM Financial Statements.

     (B     The 2TM Financial Statements are complete and in accordance with the
books  and records of 2TM and present fairly the financial position of 2TM as of
its  historical  dates.  The  2TM  Financial  Statements  have  been prepared in
accordance  with GAAP, applied on a basis consistent with prior periods.  Except
and  to  the  extent  reflected  or  reserved  against  in  such  balance sheets
(including  the  notes  thereto),  2TM  does  not  have, as of the dates of such
balance  sheets,  any  liabilities  or obligations (absolute or contingent) of a
nature  required  or  customarily  reflected  in  a  balance sheet (or the notes
thereto)  prepared  in accordance with GAAP.  The reserves, if any, reflected on
the  2TM  Financial  Statements  are adequate in light of the contingencies with
respect  to  which  they  are  made.

     (C     2TM  has  no  debt,  liability, or obligation of any nature, whether
accrued,  absolute,  contingent, or otherwise, and whether due or to become due,
that  is  not  reflected  or  reserved  against in the 2TM Financial Statements,
except  for  those  (i)  that  may  have been incurred after the date of the 2TM
Financial  Statements; or (ii) that are not required by GAAP to be included in a
balance  sheet  or  the  notes  thereto, except that 2TM has not established any
reserves  with respect to the costs and fees associated with this Agreement, the
other  Transaction  Documents,  and  the  transactions  contemplated  hereby and
thereby.  All  material  debts,  liabilities, and obligations incurred after the
date  of  the  2TM  Financial Statements were incurred in the ordinary course of
business,  and  are  usual  and  normal  in  amount both individually and in the
aggregate.

<PAGE>

     3.5     TAX  MATTERS.

     (A     2TM  has  fully  and  timely,  properly and accurately filed all tax
returns  and  reports  required  to  be  filed  by  it  (or extensions thereof),
including  all  federal,  foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due.  All such returns, reports and estimates were prepared in
the  manner  required  by  applicable  law.  All income, sales, use, occupation,
property  or  other taxes or assessments due from 2TM have been paid.  There are
no  pending  assessments,  asserted  deficiencies or claims for additional taxes
that  have  not been paid.  The reserves for taxes, if any, reflected on the 2TM
Financial  Statements are adequate and there are no tax liens on any property or
assets  of 2TM.  There have been no audits or examinations of any tax returns or
reports  by any applicable governmental agency.  No state of facts exists or has
existed  which  would constitute grounds for the assessment of any penalty or of
any  further  tax  liability  beyond  that  shown on the respective tax reports,
returns  or estimates.  There are no outstanding agreements or waivers extending
the  statutory  period  of  limitation applicable to any federal, state or local
income  tax  return  or  report  for  any  period.

     (B     All  taxes  which  2TM has been required to collect or withhold have
been  duly  withheld or collected and, to the extent required, have been paid to
the  proper  taxing  authority.

     (C     2TM  is  not  a  party  to  any  tax-sharing  agreement  or  similar
arrangement  with  any  other  party.

     (D     At  no time has 2TM been included in the federal consolidated income
tax  return  of  any  affiliated  group  of  corporations.

     (E     No  payment  which  2TM  is obliged to pay to any director, officer,
employee  or  independent  contractor  pursuant  to  the  terms of an employment
agree-ment, severance agreement or otherwise will constitute an excess parachute
payment  as  defined  in  '280G  of  the  Code.

     (F     2TM is not currently under any contractual obligation to pay any tax
obligations of, or with respect to any transaction relating to, any other person
or  to  indemnify  any  other  person  with  respect  to  any  tax.

     3.6     TAX-FREE  REORGANIZATION.

     (A     Neither  2TM  nor  2TMD  has taken or agreed to take any action that
would  prevent  the  Mergers from constituting a reorganization qualifying under
the  provi-sions  of  '368(a)  of  the  Code.

     (B     Neither  2TM  nor  2TMD  is  an  investment  company  as  defined in
''368(a)(2)(F)(iii)  and  (iv)  of  the  Code.

     3.7     ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since December 31, 1999, 2TM
has  not:

     (A     suffered  any  material adverse change in its financial condition or
in  the  operations  of  its  business,  nor any material adverse changes in its
balance  sheet,  (with  the  2TM Financial Statements and any subsequent balance
sheet  analyzed  as  if each had been prepared according to GAAP), including but
not  limited  to  cash  distributions or material decreases in the net assets of
2TM;

     (B     suffered  any  damage,  destruction  or  loss,  whether  covered  by
insurance or not, materially and adversely affecting its properties or business;


<PAGE>
     (C     granted  or  agreed to make any increase in the compensation payable
or  to become payable by it to its officers or employees, except those occurring
in  the  ordinary  course  of  business;

     (D     declared,  set  aside  or  paid  any  dividend  or  made  any  other
distribution on or in respect of the shares of its capital stock or declared any
direct  or  indirect redemption, retirement, purchase or other acquisition by it
of  such  shares;

     (E     issued  any  shares  of  its  capital stock or any warrants, rights,
options  or  entered  into  any commitment relating to its shares except for the
issuance  of  its  shares  pursuant  to  the  exercise of outstanding options or
pursuant  to  its  current  Private  Placement  Memorandum;

     (F     made  any  change in the accounting methods or practices it follows,
whether  for general financial or tax purposes, or any change in depreciation or
amorti-zation  policies  or  rates  adopted  therein;

     (G     sold,  leased,  abandoned or otherwise disposed of any real property
or  any  machinery,  equipment  or  other  operating  property other than in the
ordinary  course  of  business;

     (H     sold,  assigned,  transferred, licensed or otherwise disposed of any
patent, trademark, trade name, brand name, copyright (or pending application for
any  patent,  trademark  or  copyright)  invention, work of authorship, process,
know-how,  formula  or  trade  secret or interest thereunder or other intangible
asset  except  in  the  ordinary  course  of  its  business;

     (I     suffered  any  labor  dispute;

     (J     engaged  in  any activity or entered into any material commitment or
transaction  (including without limitation any borrowing or capital expenditure)
other  than  in  the  ordinary  course  of  business;

     (K     incurred  any  liabilities except in the ordinary course of business
and  consistent  with  past  practice which would be required to be disclosed in
financial  statements  prepared  in  accordance  with  GAAP;

     (L     permitted  or  allowed any of its property or assets to be subjected
to  any  mortgage,  deed  of  trust,  pledge,  lien,  security interest or other
encumbrance  of any kind, except those permitted under Section 3.8 hereof, other
than  any  purchase  money security interests incurred in the ordinary course of
business;

     (M     made  any  capital  expenditure  or  commitment  for  additions  to
property,  plant  or  equipment  individually  in excess of Ten Thousand Dollars
($10,000),  or  in the aggregate, in excess of Fifty Thousand Dollars ($50,000);

     (N     paid,  loaned  or  advanced  any  amount to, or sold, transferred or
leased any properties or assets to, or entered into any agreement or arrangement
with  any of its Affiliates, officers, directors or stockholder or any Affiliate
or  associate  of  any  of  the  foregoing;

     (O     made  any  amendment to or terminated any agreement which, if not so
amended  or  terminated, would be required to be disclosed on the 2TM Disclosure
Schedule;  or

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     (P     agreed to take any action outside of its ordinary course of business
or  which  would  constitute a breach of any of the representations contained in
this  Agreement.

     3.8     TITLE  AND  RELATED  MATTERS.  2TM has good and marketable title to
all  the  properties,  interests  in  properties  and assets, real and personal,
reflected  in the 2TM Financial Statements or acquired after the date of the 2TM
Financial Statements (except properties, interests in properties and assets sold
or  otherwise  disposed of since the date of the 2TM Financial Statements in the
ordinary  course  of business), free and clear of all mortgages, liens, pledges,
charges  or  encumbrances  of  any kind or character, except the lien of current
taxes not yet due and payable and except for liens which in the aggregate do not
secure  more than Ten Thousand Dollars ($10,000) in liabilities and the security
provided  pursuant  to 2TM's Payment Agreement with IBM dated November 19, 1999.
The  equipment of 2TM used in the operation of its business is in good operating
condition  and  repair.  All  real or personal property leases to which 2TM is a
party are valid, binding, enforceable obligations of 2TM effective in accordance
with their respective terms.  There is not under any of such leases any existing
material  default  or  event  of default or event which, with notice or lapse of
time  or both, would constitute a material default.  The 2TM Disclosure Schedule
contains a description of all real and personal property leased or owned by 2TM,
identifying such property and, in the case of real property, stating the monthly
rental  due,  term  of lease and square feet leased.  True and correct copies of
each  of  2TM's  leases  have been provided to GTW, LF or their representatives.

<PAGE>

     3.9     PROPRIETARY  RIGHTS.

     (A     2TM  owns all right, title and interest in and to, or valid licenses
for  use  of,  all  patents,  copyrights,  technology, software, software tools,
know-how,  processes,  trade secrets, trademarks, service marks, trade names and
other  proprietary rights used in or necessary for the conduct of 2TM's business
as  conducted to the date hereof or contemplated, including, without limitation,
the  technology  and  all  proprietary rights developed or discovered or used in
connection with or contained in the 2TM Products/Services, free and clear of all
liens,  claims  and  encumbrances  (including  without  limitation  distribution
rights)  (all  of which are referred to as "2TM Proprietary Rights") and 2TM has
the  right  to  transfer  all  such  rights to 2TMD as contemplated hereby.  The
foregoing  representation  as  it  relates  to  2TM  Third-Party  Technology (as
hereinafter  defined)  is  limited  to  2TM's  interest  pursuant  to  the  2TM
Third-Party  Licenses  (as  hereinafter  defined),  all  of  which are valid and
enforceable  and in full force and effect and which grant 2TM such rights to the
2TM  Third-Party  Technology  as are employed in or necessary to the business of
2TM  as  conducted  or  proposed  to  be conducted.  The 2TM Disclosure Schedule
contains  an  accurate  and  complete description of (i) all patents, trademarks
(with separate listings of registered and unregistered trademarks), trade names,
and  registered  copyrights  in  or  related  to the 2TM Products/ Services, all
applications  and  registration  statements therefor, and a list of all licenses
and other agreements relating thereto; and (ii) a list of all licenses and other
agreements  with  third parties (the "2TM Third-Party Licenses") relating to any
inventions, technology, know-how, or processes that 2TM is licensed or otherwise
authorized  by such third parties to use, market, distribute or incorporate into
products distributed by 2TM (such software, inventions, technology, know-how and
processes  are  collectively  referred  to as the "2TM Third-Party Technology").
2TM's trademark or trade name registrations related to the 2TM Products/Services
and all of 2TM's copyrights in any of the 2TM Products/Services are valid and in
full  force and effect, and consummation of the transactions contemplated hereby
will  not alter or impair any such rights.  No claims have been asserted against
2TM  (and 2TM is not aware of any claims which are likely to be asserted against
it  or  which have been asserted against others) by any person challenging 2TM's
use,  possession,  manufacture,  sale,  provision  or  distribution  of  the 2TM
Products/Services  under any patents, trademarks, trade names, copyrights, trade
secrets,  technology,  know-how or processes utilized by 2TM (including, without
limitation,  the  2TM Third-Party Technology) or challenging or question-ing the
validity  or  effectiveness  of  any  license  or  agreement  relating  thereto
(including,  without  limitation,  the  2TM  Third-Party Licenses).  There is no
valid  basis  for  any  claim of the type specified in the immediately preceding
sentence  which  could  in  any  material  way  relate  to or interfere with the
currently  planned  continued  enhancement and exploitation by 2TM of any of the
2TM  Products/Services.  None  of  the  2TM  Products/Services  nor  the  use or
exploita-tion  of  any patents, trademarks, trade names, copyrights, technology,
know-how or processes by 2TM in its current business infringes on the rights of,
constitutes misappro-priation of, or in any way involves unfair competition with
respect  to,  any  proprietary  information  or intangible property right of any
third  person  or entity, including without limitation any patent, trade secret,
copyright,  trademark  or  trade  name.

     (B     No  employee  of  2TM  is in violation of any term of any employment
contract,  patent  disclosure  agreement  or  any  other  contract  or agreement
relating  to  the relationship of any such employee with 2TM or, to 2TM's actual
knowledge,  any  other  party because of the nature of the business conducted by
2TM  or  proposed  to  be  conducted  by  2TM.

     (C     Each  person  presently  or  previously  employed  by 2TM (including
independent  contractors,  if  any)  with access to confidential information has
executed  a confidentiality and non-disclosure agreement pursuant to the form of
agreement  previously  provided  to  GTW  or  its  representatives.  Such
confidentiality  and  non-disclosure  agreements  constitute  valid  and binding
obligations  of  2TM  and  such  person,  enforceable  in  accordance with their
respective terms.  Neither the execution or delivery of such agreements, nor the
carrying  on  of their business as employees by such persons, nor the conduct of
their  business  as  currently  anticipated,  will  conflict with or result in a
breach  of  the terms, conditions or provisions of or constitute a default under
any  contract,  covenant  or  instrument  under  which  any  of  such persons is
obligated.

     (D     No  product  or  service  liability  or  warranty  claims  which
individually  or  in  the  aggregate  could exceed One Thousand Dollars ($1,000)
individually  or  Ten Thousand ($10,000) in the aggregate have been communicated
to,  or  threatened  against,  2TM  nor, to 2TM's actual knowledge, is there any
specific  situation,  set  of facts or occurrence that provides a basis for such
claim.

     3.10     EMPLOYEE  BENEFIT  PLANS.  There is no unfunded prior service cost
with  respect  to  any  bonus,  deferred  compensation, pension, profit-sharing,
retirement,  stock  purchase,  stock option, or other employee benefit or fringe
benefit  plans,  whether  formal  or  informal,  maintained by 2TM.  Each bonus,
deferred  compensation,  pension,  profit-sharing,  retirement,  stock purchase,
stock option, and other employee benefit or fringe benefit plans, whether formal
or  informal,  maintained  by 2TM conforms to all applicable requirements of the
Employees Retirement Income Security Act.  The 2TM Disclosure Schedule lists and
describes all profit-sharing, bonus, incentive, deferred compensation, vacation,
severance pay, retirement, stock option, group insurance or other plans (whether
written  or  not)  providing  employee  benefits.

     3.11     BANK  ACCOUNTS.  The  2TM Disclosure Schedule sets forth the names
and  locations  of  all banks, trusts, companies, savings and loan associations,
and  other  financial institutions at which 2TM maintains accounts of any nature
and  the  names  of  all  persons authorized to draw thereon or make withdrawals
therefrom.

<PAGE>

     3.12     CONTRACTS.

     (A     2TM has no agreements, contracts or commitments that provide for the
sale,  licensing  or  distribution  by  2TM  of  any  of its products, services,
inventions,  technology,  know-how,  trademarks  or  trade  names  except in the
ordinary  course  of  its  business.

     (B     Without  limiting  the  provisions of Section 3.9 and except for any
agreements  with GTW or LF, 2TM has not granted to any third party any exclusive
rights  of  any  kind  with  respect  to  any  of  the  2TM  Products/Services.

     (C     There  is  no  outstanding sales contract, commitment or proposal of
2TM  that  is currently expected to result in any loss to 2TM (before allocation
of  overhead  and  administrative costs) upon completion or performance thereof.

     (D     2TM  has  no  outstanding  agreements, contracts or commitments with
officers,  employees,  agents,  consultants,  advisors,  salesmen,  sales
representatives, distributors or dealers that are not cancelable by it on notice
of  not  longer than thirty (30) days and without liability, penalty or premium.

     (E     2TM  has no independent contractor or similar agreement, contract or
commitment  that  is  not  terminable  on  no more than thirty (30) days' notice
without penalty or liability of any type, including without limitation severance
or  termination  pay.

     (F     2TM  has  no  currently  effective  collective  bargaining  or union
agreements,  contracts  or  commitments.

     (G     2TM is not restricted by agreement from competing with any person or
from  carrying  on  its  business  anywhere  in  the  world.

     (H     2TM  has not guaranteed any obligations of other persons or made any
agreements  to  acquire  or  guarantee  any  obligations  of  other  persons.

     (I     2TM  has  no  outstanding  loan  or advance to any person; nor is it
party  to  any  line  of  credit,  standby  financing, revolving credit or other
similar  financing  arrangement  of any sort which would permit the borrowing by
2TM  of  any  sum  not  reflected  in  the  2TM  Financial  Statements.

     (J     All material contracts, agreements and instruments to which 2TM is a
party  are  valid,  binding, in full force and effect, and enforceable by 2TM in
accordance with their respective terms.  No such material contract, agreement or
instrument  contains  any  material  liquidated-damages,  penalty  or  similar
provision.  2TM  has not received any notice from any party to any such material
contract,  agreement  or instrument that such party intends to cancel, withdraw,
modify  or  amend  such  contract,  agreement  or  arrangement.

     (K     The  2TM  Disclosure Schedule lists all material agreements pursuant
to  which  2TM  has  agreed  to supply to any third party 2TM Products/Services.


<PAGE>
     (L     2TM  is  not  in default under or in breach or violation of, nor, to
its  actual  knowledge, is there any valid basis for any claim of default by 2TM
under, or breach or violation by 2TM of, any contract, commitment or restriction
to  which 2TM is a party or to which it or any of its properties is bound, where
such  defaults, breaches, or violations would, in the aggregate, have a Material
Adverse  Effect on 2TM.  To 2TM's actual knowledge, no other party is in default
under  or  in breach or violation of, nor is there any valid basis for any claim
of  default  by  any  other  party under or any breach or violation by any other
party  of,  any  material  contract,  commitment, or restriction to which 2TM is
bound or by which any of its properties is bound, where such defaults, breaches,
or  violations  would,  in the aggregate, have a Material Adverse Effect on 2TM.

     (M     All agreements, contracts and commitments (the "Material Contracts")
listed or described in the 2TM Disclosure Schedule pursuant to this Section 3.12
are  assumable,  or will otherwise be the property of, the Surviving Corporation
following the Merger without further action by the Surviving Corporation or GTW.
If  any  of  the  Material  Contracts  are  not  assumable by or will not be the
property  of,  the  Surviving  Corporation  following  the  Merger, then 2TM has
described  in  the  2TM  Disclosure  Schedule  such  actions as is necessary for
assumption  of  the  Material  Contract  by  the  Surviving  Corporation.

     (N     True  and correct copies of each document or instrument described in
the  2TM  Disclosure  Schedule  pursuant  to  this  Section  3.12 have been made
available  to  GTW,  LF  or  their  representatives.

     3.13     INSIDER  TRANSACTIONS.  No  Affiliate  of  2TM  or  2TMD  has  any
interest  in  (i)  any  material  equipment or other property, real or personal,
tangible  or intangible, including, without limitation, any item of intellectual
property,  used in connection with or pertaining to the business of 2TM; or (ii)
any  creditor,  supplier,  customer,  agent  or representative of 2TM; provided,
however,  that no such Affiliate or other person shall be deemed to have such an
interest  solely by virtue of the ownership of less than one percent (1%) of the
outstanding  stock or debt securities of any publicly-held company, the stock or
debt  securities of which are traded on a recognized stock exchange or quoted on
the  National  Association  of  Securities  Dealers  Automated Quotation System.

     3.14     INSURANCE.  The  2TM  Disclosure  Schedule  contains a list of the
principal  policies of fire, liability and other forms of insurance held by 2TM.

     3.15     DISPUTES  AND  LITIGATION.  Except  as  set  forth  in  the  2TM
Disclosure  Schedule,  there  is  no  suit,  action,  litigation,  proceeding,
investigation,  claim,  complaint,  or  accusation  pending, or to its knowledge
threatened against or affecting 2TM or any of its properties, assets or business
or to which 2TM is a party, in any court or before any arbitrator of any kind or
before  or  by  any  governmental  agency  (including,  without  limitation, any
federal,  state,  local,  foreign  or other governmental department, commission,
board,  bureau,  agency  or  instrumentality), and to its knowledge, there is no
basis  for  such  suit,  action,  litigation,  proceeding, investigation, claim,
complaint,  or  accusation;  (b) there is no pending or threatened change in any
environmental,  zoning  or building laws, regulations or ordinances which affect
or  could  affect  2TM  or  any of its properties, assets or businesses; and (c)
there  is  no  outstanding order, writ, injunction, decree, judgment or award by
any  court,  arbitrator  or governmental body against or affecting 2TM or any of
its  properties,  assets  or  business.  There  is  no  litigation,  proceeding,
investigation,  claim,  complaint  or  accusation,  formal  or  informal,  or
arbitration  pending,  or  any  of  the  aforesaid threatened, or any contingent
liability which would give rise to any right of indemnification or similar right
on  the  part  of  any  director  or  officer of 2TM or any such person's heirs,
executors  or  administrators  as  against  2TM.


<PAGE>
     3.16     COMPLIANCE  WITH  LAWS.  2TM  has at all times been, and presently
is,  in  full  compliance  with,  and  has  not  received  notice of any claimed
violation  of,  any  applicable  federal,  state, local, foreign and other laws,
rules  and  regulations.  2TM has filed all returns, reports and other documents
and furnished all information required or requested by any federal, state, local
or  foreign  governmental  agency  and  all such returns, reports, documents and
information  are  true  and  complete  in  all respects.  All permits, licenses,
orders,  franchises  and  approvals  of  all  federal,  state,  local or foreign
governmental  or  regulatory  bodies  required  of  2TM  for  the conduct of its
business  have been obtained, no violations are or have been recorded in respect
of any such permits, licenses, orders, franchises and approvals, and there is no
litigation,  proceeding,  investigation,  arbitration,  claim,  complaint  or
accusation,  formal or informal, pending or threatened, which may revoke, limit,
or  question  the  validity,  sufficiency  or  continuance  of  any such permit,
license,  order,  franchise  or  approval.  Such  permits,  licenses,  orders,
franchises  and  approvals are valid and sufficient for all activities presently
carried  on  by  2TM.

     3.17     SUBSIDIARIES.  Other than 2TMD, 2TM has no subsidiaries.  2TM does
not  own  or  control (directly or indirectly) any capital stock, bonds or other
securities  of,  and  does  not  have  any  proprietary  interest  in, any other
corporation,  general  or  limited  partnership,  firm,  association or business
organization,  entity  or  enterprise,  and  2TM  does  not control (directly or
indirectly)  the  management  or policies of any other corporation, partnership,
firm,  association  or  business  organization,  entity  or  enterprise.

     3.18     ENVIRONMENTAL  MATTERS.

     (A     As  of  the  date  hereof,  no underground storage tanks are present
under any property that 2TM has at any time owned, operated, occupied or leased.
As  of  the  date  hereof except as set forth in the 2TM Disclosure Schedule, no
material  amount  of  any substance that has been designated by any governmental
entity  or  by  applicable federal, state or local law to be radioactive, toxic,
hazardous or otherwise a danger to health or the environment, including, without
limitation,  PCBs,  asbestos,  petroleum,  urea-formaldehyde  and all substances
listed  as  hazardous  substances  pursuant  to  the Comprehensive Environmental
Response,  Compensation,  and Liability Act of 1980, as amended, or defined as a
hazardous waste pursuant to the United States Resource Conservation and Recovery
Act  of  1976, as amended, and the regulations promulgated pursuant to said laws
(a  "Hazardous  Material"),  excluding  office,  janitorial and other immaterial
supplies,  are  present,  as  a result of the actions of 2TM or, to 2TM's actual
knowledge, as a result of any actions of any third party or otherwise, in, on or
under  any  property,  including the land and the improvements, ground water and
surface  water,  that  2TM have at any time owned, operated, occupied or leased.

     (B     At no time has 2TM transported, stored, used, manufactured, disposed
of,  released  or  exposed  its  employees  or  others to Hazardous Materials in
violation  of  any  law  in  effect  on  or before the Closing Date, nor has 2TM
disposed  of,  transported,  sold,  or  manufactured  any  product  containing a
Hazardous  Material  in  violation  of  any  rule, regulation, treaty or statute
promulgated  by  any  governmental  entity  to  prohibit,  regulate  or  control
Hazardous  Materials  or  any  Hazardous  Material  Activities.

     (C     2TM  currently holds all environmental approvals, permits, licenses,
clearances  and  consents  necessary  for  the  conduct  of its business as such
business  is currently being conducted, the absence of which would be reasonably
likely  to  have  a  Material  Adverse  Effect  on  2TM.


<PAGE>
     (D     No  action,  proceeding, revocation proceeding, amendment procedure,
writ,  injunction  or  claim  is  pending  or,  to  the actual knowledge of 2TM,
threatened concerning any Environmental Permit.  2TM is not aware of any fact or
circumstance  which  could  involve it in any environmental litigation or impose
upon  it  any environmental liability which would be reasonably likely to have a
Material  Adverse  Effect  on  2TM.

     3.19     CORPORATE  DOCUMENTS.  2TM  and  2TMD have furnished to GTW and LF
for  their  examination:  (i)  copies  of  their  Certificates  or  Articles  of
Incorporation and Bylaws; (ii) their Minute Book containing all records required
to  be  set  forth  of  all  proceedings, consents, actions, and meetings of the
stockholders,  the  board  of  directors  and  any committees thereof; (iii) all
permits,  orders,  and  consents issued by any regulatory agency with respect to
2TM  or  2TMD,  or  any securities of 2TM or 2TMD, and all applications for such
permits, orders, and consents; and (iv) their stock transfer books setting forth
all  transfers  of  any  capital  stock.  The  corporate  minute  books,  stock
certificate  books,  stock registers and other corporate records of 2TM and 2TMD
are complete and accurate in all material respects, and the signatures appearing
on  all  documents  contained  therein  are  the  true signatures of the persons
purporting  to  have  signed  the same.  All actions reflected in such books and
records  were  duly  and  validly  taken  in  compliance  with  the  laws of the
applicable  jurisdiction.

     3.20     NO  BROKERS.  Neither 2TM nor 2TMD is obligated for the payment of
fees  or  expenses  of  any  broker  or  finder  in  connection with the origin,
negotiation  or  execution  of this Agreement or the Certificate of Merger or in
connection  with  any  transaction  contemplated  hereby  or  thereby.

     3.21     DISCLOSURE.  No  statements  by  2TM  or  2TMD  contained  in this
Agreement  and  the  Exhibits  and  2TM Disclosure Schedule attached hereto, any
other  Transaction Document or any written statement or certificate furnished or
to  be  furnished  pursuant  hereto  or  in  connection  with  the  transactions
contemplated  hereby  and  thereby  (when  read  together)  contains  any untrue
statement  of  a  material  fact  or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading in light
of  the  circumstances  under  which  they  were  made.

     4.     REPRESENTATIONS  AND  WARRANTIES OF GTW AND LF.  Except as otherwise
set forth in the GTW Disclosure Schedule attached hereto, GTW and LF jointly and
severally  represent  and  warrant  to  2TM  as  set  forth  below.  No  fact or
circumstance  disclosed  to  2TM  shall  constitute  an  exception  to  these
representations  and warranties unless such fact or circumstance is set forth in
the  GTW  Disclosure  Schedule  or  such  supplements thereto as may mutually be
agreed  upon  in  writing  by  GTW  and  2TM.


<PAGE>
     4.1     ORGANIZATION.  GTW  and LF are corporations duly organized, validly
existing  and  in  good standing under the laws of the state of incorporation of
such  entity  and  have  the  corporate  power  and  authority to carry on their
respective  businesses  as  it  is  now  being  conducted.  GTW  and LF are duly
qualified  or  licensed  to  do  business  and  are  in  good  standing  in each
jurisdiction  in  which  the nature of their respective businesses or properties
makes  such  qualification or licensing necessary except where the failure to be
so  qualified  would  not  have  a  Material  Adverse  Effect  on  GTW.  The GTW
Disclosure Schedule contains a true and complete listing of the locations of all
sales  offices,  and  any  other  offices  or  facilities of GTW, and a true and
complete  list  of  all  states  in  which GTW maintains any employees.  The GTW
Disclosure Schedule contains a true and complete list of all states in which GTW
is  duly  qualified  to  transact  business  as a foreign corporation.  True and
complete  copies  of GTW's Articles of Incorporation and Bylaws, as in effect on
the  date hereof and as to be in effect as of the Closing, have been provided to
2TM  or  its  representatives.

     4.2     CAPITALIZATION.

     (A)     The  authorized  capital of GTW will consist, prior to the Closing,
of  1,000,000  shares  of  Common  Stock, of which 100 shares will be issued and
outstanding.  LF  is  the  record and beneficial owner of all such shares of GTW
Common  Stock,  free  and  clear  of  any and all claims, liens, encumbrances or
security  interests.

     (B)     Except as set forth in the GTW Disclosure Schedule, neither GTW nor
LF  has  outstanding  any  preemptive  rights,  subscription  rights,  options,
warrants,  rights  to  convert  or exchange, capital stock equivalents, or other
rights  to  purchase  or  otherwise  acquire  any  GTW  capital  stock  or other
securities.

     (C)     All  of the issued and outstanding shares of GTW capital stock have
been duly authorized, validly issued, are fully paid and nonassessable, and such
capital stock has been issued in full compliance with all applicable federal and
state  securities  laws.  None of GTW's issued and outstanding shares of capital
stock  are  subject  to  repurchase  or  redemption  rights.

     (D)     Except for any restrictions imposed by applicable state and federal
securities  laws,  there  is  no  right  of  first  refusal,  option,  or  other
restriction  on  transfer  applicable  to  any  shares  of  GTW's capital stock.

     (E)     GTW  is  not  under any obligation to register under the Securities
Act any shares of its capital stock or any other of its securities that might be
issued  in  the  future  if  the  Merger  were  not  consummated.

     (F)     GTW  is  not  a  party or subject to any agreement or understanding
(and, to GTW's and LF's actual knowledge, there is no agreement or understanding
between or among any persons) that affects or relates to the voting or giving of
written  consent  with  respect  to  any  security.


<PAGE>
     4.3     POWER, AUTHORITY AND VALIDITY.  GTW and LF have the corporate power
to  enter  into this Agreement and the other Transaction Documents to which they
are  parties  and  to carry out their obligations hereunder and thereunder.  The
execution  and  delivery of this Agreement and the Transaction Documents and the
consummation  of the transactions contemplated hereby and thereby have been duly
authorized  by  the  Boards  of  Directors  of GTW and LF and no other corporate
proceedings  on the part of GTW or LF are necessary to authorize this Agreement,
the  other  Transaction  Documents  and the transactions contemplated herein and
therein.  GTW  and LF are not subject to, or obligated under, any charter, bylaw
or  contract  provision  or  any license, franchise or permit, or subject to any
order  or decree, which would be breached or violated by or in conflict with its
executing  and  carrying  out  this  Agreement and the transactions contemplated
hereunder and under the Transaction Documents.  Except for (i) the filing of the
Certificate  of  Merger with the Secretary of State of the State of Delaware and
appropriate documents with the relevant authorities of other states in which GTW
is  qualified  to  do business, (ii) the filing of the Certficate of Merger with
the  Secretary  of  State  of  the  State  of  Oklahoma,  and (ii) filings under
applicable  securities  laws,  no  consent  of  any  person  who is a party to a
contract  which  is  material to GTW's business, nor consent of any governmental
authority,  is  required  to  be  obtained  on  the  part  of  GTW to permit the
transactions  contemplated  herein  and  to  permit GTW to continue the business
activities  of  GTW  as  previously  conducted by GTW without a Material Adverse
Effect.  This  Agreement  is,  and the other Transaction Documents when executed
and  delivered  by GTW and LF shall be, the valid and binding obligations of GTW
and  LF,  enforceable  in  accordance  with  their  respective  terms.

     4.4     FINANCIAL  STATEMENTS.

     (A)     GTW  has  delivered  to 2TM copies of the GTW Financial Statements.

     (B)     The  GTW  Financial  Statements are complete and in accordance with
the books and records of GTW and present fairly the financial position of GTW as
of  its  historical  dates.  The  GTW Financial Statements have been prepared in
accordance  with GAAP, applied on a basis consistent with prior periods.  Except
and  to  the  extent  reflected  or  reserved  against  in  such  balance sheets
(including  the  notes  thereto),  GTW  does  not  have, as of the dates of such
balance  sheets,  any  liabilities  or obligations (absolute or contingent) of a
nature  required  or  customarily  reflected  in  a  balance sheet (or the notes
thereto)  prepared  in accordance with GAAP.  The reserves, if any, reflected on
the  GTW  Financial  Statements  are adequate in light of the contingencies with
respect  to  which  they  are  made.

     (C)     GTW  has  no  debt, liability, or obligation of any nature, whether
accrued,  absolute,  contingent, or otherwise, and whether due or to become due,
that  is  not  reflected  or  reserved  against in the GTW Financial Statements,
except  for  those  (i)  that  may  have been incurred after the date of the GTW
Financial  Statements; or (ii) that are not required by GAAP to be included in a
balance  sheet  or  the  notes  thereto, except that GTW has not established any
reserves  with respect to the costs and fees associated with this Agreement, the
other  Transaction  Documents,  and  the  transactions  contemplated  hereby and
thereby.  All  material  debts,  liabilities, and obligations incurred after the
date  of  the  GTW  Financial Statements were incurred in the ordinary course of
business,  and  are  usual  and  normal  in  amount both individually and in the
aggregate.

     4.5     SITE  STATISTICS

1.     The  current  active  registered  users  of  the  Site  are  1,800,000

2.     The Site receives on average no less than 300,000 unique visitors per day

3.     The  Site  receives  on  average  no  less  than  10,000,000  banner  ad
impressions  per  day

4.     The  Site  accrues  on  average no less than $20,000 per day in banner ad
revenue

5.     The  Site  accrues on average approximately $6,000 per day payable to its
web  surfers  pursuant  to  the  "pay  to  surf"  program

<PAGE>

     4.6     TAX  MATTERS.

     (A)     GTW  has  fully  and  timely, properly and accurately filed all tax
returns  and  reports  required  to  be  filed  by  it  (or extensions thereof),
including  all  federal,  foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due.  All such returns, reports and estimates were prepared in
the  manner  required  by  applicable  law.  All income, sales, use, occupation,
property  or  other taxes or assessments due from GTW have been paid.  There are
no  pending  assessments,  asserted  deficiencies or claims for additional taxes
that  have  not been paid.  The reserves for taxes, if any, reflected on the GTW
Financial  Statements are adequate and there are no tax liens on any property or
assets  of GTW.  There have been no audits or examinations of any tax returns or
reports  by any applicable governmental agency.  No state of facts exists or has
existed  which  would constitute grounds for the assessment of any penalty or of
any  further  tax  liability  beyond  that  shown on the respective tax reports,
returns  or estimates.  There are no outstanding agreements or waivers extending
the  statutory  period  of  limitation applicable to any federal, state or local
income  tax  return  or  report  for  any  period.

     (B)     All  taxes  which GTW has been required to collect or withhold have
been  duly  withheld or collected and, to the extent required, have been paid to
the  proper  taxing  authority.

     (C)     GTW  is  not  a  party  to  any  tax-sharing  agreement  or similar
arrangement  with  any  other  party.

     (D)     At no time has GTW been included in the federal consolidated income
tax  return  of  any  affiliated  group  of  corporations.

     (E)     No  payment  which  GTW is obliged to pay to any director, officer,
employee  or  independent  contractor  pursuant  to  the  terms of an employment
agree-ment, severance agreement or otherwise will constitute an excess parachute
payment  as  defined  in  '280G  of  the  Code.

     (F)     GTW  is  not  currently under any contractual obligation to pay any
tax  obligations  of,  or with respect to any transaction relating to, any other
person  or  to  indemnify  any  other  person  with  respect  to  any  tax.

     4.7     TAX-FREE  REORGANIZATION.

     (A)     Neither  GTW  nor  LF  has  taken or agreed to take any action that
would  prevent  the  Mergers from constituting a reorganization qualifying under
the  provi-sions  of  '368(a)  of  the  Code.

     (B)     Neither  GTW  nor  LF  is  an  investment  company  as  defined  in
''368(a)(2)(F)(iii)  and  (iv)  of  the  Code.

     4.8     ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since December 31, 1999, GTW
has  not:


<PAGE>
     (A)     suffered  any material adverse change in its financial condition or
in  the  operations  of  its  business,  nor any material adverse changes in its
balance  sheet,  (with  the  GTW Financial Statements and any subsequent balance
sheet  analyzed  as  if each had been prepared according to GAAP), including but
not  limited  to  cash  distributions or material decreases in the net assets of
GTW;

     (B)     suffered  any  damage,  destruction  or  loss,  whether  covered by
insurance or not, materially and adversely affecting its properties or business;

     (C)     granted  or agreed to make any increase in the compensation payable
or  to become payable by it to its officers or employees, except those occurring
in  the  ordinary  course  of  business;

     (D)     declared,  set  aside  or  paid  any  dividend  or  made  any other
distribution on or in respect of the shares of its capital stock or declared any
direct  or  indirect redemption, retirement, purchase or other acquisition by it
of  such  shares;

     (E)     issued  any  shares  of  its capital stock or any warrants, rights,
options  or  entered  into  any commitment relating to its shares except for the
issuance  of  its  pursuant  to  the  exercise  of  outstanding  options;

     (F)     made  any change in the accounting methods or practices it follows,
whether  for general financial or tax purposes, or any change in depreciation or
amorti-zation  policies  or  rates  adopted  therein;

     (G)     sold,  leased, abandoned or otherwise disposed of any real property
or  any  machinery,  equipment  or  other  operating  property other than in the
ordinary  course  of  business;

     (H)     sold,  assigned, transferred, licensed or otherwise disposed of any
patent, trademark, trade name, brand name, copyright (or pending application for
any  patent,  trademark  or  copyright)  invention, work of authorship, process,
know-how,  formula  or  trade  secret or interest thereunder or other intangible
asset  except  in  the  ordinary  course  of  its  business;

     (I)     suffered  any  labor  dispute;

     (J)     engaged  in any activity or entered into any material commitment or
transaction  (including without limitation any borrowing or capital expenditure)
other  than  in  the  ordinary  course  of  business;

     (K)     incurred  any liabilities except in the ordinary course of business
and  consistent  with  past  practice which would be required to be disclosed in
financial  statements  prepared  in  accordance  with  GAAP;

     (L)     permitted  or allowed any of its property or assets to be subjected
to  any  mortgage,  deed  of  trust,  pledge,  lien,  security interest or other
encumbrance  of any kind, except those permitted under Section 4.8 hereof, other
than  any  purchase  money security interests incurred in the ordinary course of
business;

<PAGE>
     (M)     made  any  capital  expenditure  or  commitment  for  additions  to
property,  plant  or  equipment  individually  in excess of Ten Thousand Dollars
($10,000),  or  in the aggregate, in excess of Fifty Thousand Dollars ($50,000);

     (N)     paid,  loaned  or  advanced  any amount to, or sold, transferred or
leased any properties or assets to, or entered into any agreement or arrangement
with  any of its Affiliates, officers, directors or stockholder or any Affiliate
or  associate  of  any  of  the  foregoing;

     (O)     made  any amendment to or terminated any agreement which, if not so
amended  or  terminated, would be required to be disclosed on the GTW Disclosure
Schedule;  or

     (P)     agreed  to  take  any  action  outside  of  its  ordinary course of
business  or  which  would  constitute  a  breach  of any of the representations
contained  in  this  Agreement.

     4.9     TITLE  AND  RELATED  MATTERS.  GTW has good and marketable title to
all  the  properties,  interests  in  properties  and assets, real and personal,
reflected  in the GTW Financial Statements or acquired after the date of the GTW
Financial Statements (except properties, interests in properties and assets sold
or  otherwise  disposed of since the date of the GTW Financial Statements in the
ordinary  course  of business), free and clear of all mortgages, liens, pledges,
charges  or  encumbrances  of  any kind or character, except the lien of current
taxes not yet due and payable and except for liens which in the aggregate do not
secure  more  than Ten Thousand Dollars ($10,000) in liabilities.  The equipment
of  GTW used in the operation of its business is in good operating condition and
repair.  All real or personal property leases to which GTW is a party are valid,
binding,  enforceable  obligations  of  GTW  effective  in accordance with their
respective  terms.  There  is not under any of such leases any existing material
default  or  event  of  default  or event which, with notice or lapse of time or
both, would constitute a material default.  The GTW Disclosure Schedule contains
a  description  of  all  real  and  personal  property  leased  or owned by GTW,
identifying such property and, in the case of real property, stating the monthly
rental  due,  term  of lease and square feet leased.  True and correct copies of
each  of  GTW's  leases  have  been  provided  to  2TM  or  its representatives.

     4.10     PROPRIETARY  RIGHTS.


<PAGE>
     (A)     GTW owns all right, title and interest in and to, or valid licenses
for  use  of,  all  patents,  copyrights,  technology, software, software tools,
know-how,  processes,  trade secrets, trademarks, service marks, trade names and
other  proprietary rights used in or necessary for the conduct of GTW's business
as  conducted to the date hereof or contemplated, including, without limitation,
the  technology  and  all  proprietary rights developed or discovered or used in
connection with or contained in the GTW Products/Services, free and clear of all
liens,  claims  and  encumbrances  (including  without  limitation  distribution
rights)  (all  of which are referred to as "GTW Proprietary Rights") and GTW has
the  right  to  transfer  all  such  rights to GTWD as contemplated hereby.  The
foregoing  representation  as  it  relates  to  GTW  Third-Party  Technology (as
hereinafter  defined)  is  limited  to  GTW's  interest  pursuant  to  the  GTW
Third-Party  Licenses  (as  hereinafter  defined),  all  of  which are valid and
enforceable  and in full force and effect and which grant GTW such rights to the
GTW  Third-Party  Technology  as are employed in or necessary to the business of
GTW  as  conducted  or  proposed  to  be conducted.  The GTW Disclosure Schedule
contains  an  accurate  and  complete description of (i) all patents, trademarks
(with separate listings of registered and unregistered trademarks), trade names,
and  registered  copyrights  in  or  related  to the GTW Products/ Services, all
applications  and  registration  statements therefor, and a list of all licenses
and other agreements relating thereto; and (ii) a list of all licenses and other
agreements  with  third parties (the "GTW Third-Party Licenses") relating to any
inventions, technology, know-how, or processes that GTW is licensed or otherwise
authorized  by such third parties to use, market, distribute or incorporate into
products distributed by GTW (such software, inventions, technology, know-how and
processes  are  collectively  referred  to as the "GTW Third-Party Technology").
GTW's trademark or trade name registrations related to the GTW Products/Services
and all of GTW's copyrights in any of the GTW Products/Services are valid and in
full  force and effect, and consummation of the transactions contemplated hereby
will  not alter or impair any such rights.  No claims have been asserted against
GTW  (and GTW is not aware of any claims which are likely to be asserted against
it  or  which have been asserted against others) by any person challenging GTW's
use,  possession,  manufacture,  sale,  provision  or  distribution  of  the GTW
Products/Services  under any patents, trademarks, trade names, copyrights, trade
secrets,  technology,  know-how or processes utilized by GTW (including, without
limitation,  the  GTW Third-Party Technology) or challenging or question-ing the
validity  or  effectiveness  of  any  license  or  agreement  relating  thereto
(including,  without  limitation,  the  GTW  Third-Party Licenses).  There is no
valid  basis  for  any  claim of the type specified in the immediately preceding
sentence  which  could  in  any  material  way  relate  to or interfere with the
currently  planned  continued  enhancement and exploitation by GTW of any of the
GTW  Products/Services.  None  of  the  GTW  Products/Services  nor  the  use or
exploita-tion  of  any patents, trademarks, trade names, copyrights, technology,
know-how or processes by GTW in its current business infringes on the rights of,
constitutes misappro-priation of, or in any way involves unfair competition with
respect  to,  any  proprietary  information  or intangible property right of any
third  person  or entity, including without limitation any patent, trade secret,
copyright,  trademark  or  trade  name.

     (B)     No  employee  of  GTW is in violation of any term of any employment
contract,  patent  disclosure  agreement  or  any  other  contract  or agreement
relating  to  the relationship of any such employee with GTW or, to GTW's actual
knowledge,  any  other  party because of the nature of the business conducted by
GTW  or  proposed  to  be  conducted  by  GTW.

     (C)     Each  person  presently  or  previously  employed by GTW (including
independent  contractors,  if  any)  with access to confidential information has
executed  a confidentiality and non-disclosure agreement pursuant to the form of
agreement  previously  provided  to  GTW  or  its  representatives.  Such
confidentiality  and  non-disclosure  agreements  constitute  valid  and binding
obligations  of  GTW  and  such  person,  enforceable  in  accordance with their
respective terms.  Neither the execution or delivery of such agreements, nor the
carrying  on  of their business as employees by such persons, nor the conduct of
their  business  as  currently  anticipated,  will  conflict with or result in a
breach  of  the terms, conditions or provisions of or constitute a default under
any  contract,  covenant  or  instrument  under  which  any  of  such persons is
obligated.

     (D)     No  product  or  service  liability  or  warranty  claims  which
individually  or  in  the  aggregate  could exceed One Thousand Dollars ($1,000)
individually  or  Ten Thousand ($10,000) in the aggregate have been communicated
to,  or  threatened  against,  GTW  nor, to GTW's actual knowledge, is there any
specific  situation,  set  of facts or occurrence that provides a basis for such
claim.


<PAGE>
     (E)     GoToWorld  has  a nonexclusive, royalty-free, perpetual, World wide
license  (exclusive  of  the  excluded  territories  of  Spain,  Japan and Latin
America)  to  the  GoToWorld  branded  browser  software  and  plug-ins,  all in
executable  form  only,  including all upgrades or new features, if  any, to the
browser  software  and  plug-ins,  as  such  upgrades  or  new  features  become
available.

     4.11     EMPLOYEE  BENEFIT  PLANS.  There is no unfunded prior service cost
with  respect  to  any  bonus,  deferred  compensation, pension, profit-sharing,
retirement,  stock  purchase,  stock option, or other employee benefit or fringe
benefit  plans,  whether  formal  or  informal,  maintained by GTW.  Each bonus,
deferred  compensation,  pension,  profit-sharing,  retirement,  stock purchase,
stock option, and other employee benefit or fringe benefit plans, whether formal
or  informal,  maintained  by GTW conforms to all applicable requirements of the
Employees Retirement Income Security Act.  The GTW Disclosure Schedule lists and
describes all profit-sharing, bonus, incentive, deferred compensation, vacation,
severance pay, retirement, stock option, group insurance or other plans (whether
written  or  not)  providing  employee  benefits.

     4.12     BANK  ACCOUNTS.  The  GTW Disclosure Schedule sets forth the names
and  locations  of  all banks, trusts, companies, savings and loan associations,
and  other  financial institutions at which GTW maintains accounts of any nature
and  the  names  of  all  persons authorized to draw thereon or make withdrawals
therefrom.

     4.13     CONTRACTS.

     (A)     GTW  has  no  agreements, contracts or commitments that provide for
the  sale,  licensing  or  distribution by GTW of any of its products, services,
inventions,  technology,  know-how,  trademarks  or  trade  names  except in the
ordinary  course  of  its  business.

     (B)     Without  limiting  the provisions of Section 4.9 and except for any
agreements with 2TM, GTW has not granted to any third party any exclusive rights
of  any  kind  with  respect  to  any  of  the  GTW  Products/Services.

     (C)     There  is  no outstanding sales contract, commitment or proposal of
GTW  that  is currently expected to result in any loss to GTW (before allocation
of  overhead  and  administrative costs) upon completion or performance thereof.

     (D)     GTW  has  no  outstanding agreements, contracts or commitments with
officers,  employees,  agents,  consultants,  advisors,  salesmen,  sales
representatives, distributors or dealers that are not cancelable by it on notice
of  not  longer than thirty (30) days and without liability, penalty or premium.

     (E)     GTW has no employment, independent contractor or similar agreement,
contract  or commitment that is not terminable on no more than thirty (30) days'
notice  without  penalty  or liability of any type, including without limitation
severance  or  termination  pay.

     (F)     GTW  has  no  currently  effective  collective  bargaining or union
agreements,  contracts  or  commitments.


<PAGE>
     (G)     GTW  is  not restricted by agreement from competing with any person
or  from  carrying  on  its  business  anywhere  in  the  world.

     (H)     GTW has not guaranteed any obligations of other persons or made any
agreements  to  acquire  or  guarantee  any  obligations  of  other  persons.

     (I)     GTW  has  no  outstanding  loan or advance to any person; nor is it
party  to  any  line  of  credit,  standby  financing, revolving credit or other
similar  financing  arrangement  of any sort which would permit the borrowing by
GTW  of  any  sum  not  reflected  in  the  GTW  Financial  Statements.

     (J)     All  material contracts, agreements and instruments to which GTW is
a  party are valid, binding, in full force and effect, and enforceable by GTW in
accordance with their respective terms.  No such material contract, agreement or
instrument  contains  any  material  liquidated-damages,  penalty  or  similar
provision.  GTW  has not received any notice from any party to any such material
contract,  agreement  or instrument that such party intends to cancel, withdraw,
modify  or  amend  such  contract,  agreement  or  arrangement.

     (K)     The  GTW Disclosure Schedule lists all material agreements pursuant
to  which  GTW  has  agreed  to supply to any third party GTW Products/Services.

     (L)     GTW  is  not in default under or in breach or violation of, nor, to
its  actual  knowledge, is there any valid basis for any claim of default by GTW
under, or breach or violation by GTW of, any contract, commitment or restriction
to  which GTW is a party or to which it or any of its properties is bound, where
such  defaults, breaches, or violations would, in the aggregate, have a Material
Adverse  Effect on GTW.  To GTW's actual knowledge, no other party is in default
under  or  in breach or violation of, nor is there any valid basis for any claim
of  default  by  any  other  party under or any breach or violation by any other
party  of,  any  material  contract,  commitment, or restriction to which GTW is
bound or by which any of its properties is bound, where such defaults, breaches,
or  violations  would,  in the aggregate, have a Material Adverse Effect on GTW.

     (M)     All  agreements,  contracts  and  commitments  (the  "Material
Contracts")  listed or described in the GTW Disclosure Schedule pursuant to this
Section  4.12 are assumable, or will otherwise be the property of, the Surviving
Corporation  following  the  Mergers  without  further  action  by the Surviving
Corporation  or  GTW.  If  any of the Material Contracts are not assumable by or
will  not  be  the property of, the Surviving Corporation following the Mergers,
then  GTW  has  described  in  the  GTW  Disclosure  Schedule such actions as is
necessary  for assumption of the Material Contract by the Surviving Corporation.

     (N)     True and correct copies of each document or instrument described in
the  GTW  Disclosure  Schedule  pursuant  to  this  Section  4.12 have been made
available  to  2TM  or  its  representatives.


<PAGE>
     4.14     INSIDER  TRANSACTIONS.  No Affiliate of GTW or LF has any interest
in  (i)  any material equipment or other property, real or personal, tangible or
intangible,  including,  without  limitation, any item of intellectual property,
used  in  connection  with  or  pertaining  to  the business of GTW; or (ii) any
creditor, supplier, customer, agent or representative of GTW; provided, however,
that  no such Affiliate or other person shall be deemed to have such an interest
solely  by  virtue  of  the  ownership  of  less  than  one  percent (1%) of the
outstanding  stock or debt securities of any publicly-held company, the stock or
debt  securities of which are traded on a recognized stock exchange or quoted on
the  National  Association  of  Securities  Dealers  Automated Quotation System.

     4.15     INSURANCE.  The  GTW  Disclosure  Schedule  contains a list of the
principal  policies of fire, liability and other forms of insurance held by GTW.

     4.16     DISPUTES  AND  LITIGATION.  Except  as  set  forth  in  the  GTW
Disclosure  Schedule,  there  is  no  suit,  action,  litigation,  proceeding,
investigation,  claim,  complaint,  or  accusation  pending, or to its knowledge
threatened against or affecting GTW or any of its properties, assets or business
or to which GTW is a party, in any court or before any arbitrator of any kind or
before  or  by  any  governmental  agency  (including,  without  limitation, any
federal,  state,  local,  foreign  or other governmental department, commission,
board,  bureau,  agency  or  instrumentality), and to its knowledge, there is no
basis  for  such  suit,  action,  litigation,  proceeding, investigation, claim,
complaint,  or  accusation;  (b) there is no pending or threatened change in any
environmental,  zoning  or building laws, regulations or ordinances which affect
or  could  affect  GTW  or  any of its properties, assets or businesses; and (c)
there  is  no  outstanding order, writ, injunction, decree, judgment or award by
any  court,  arbitrator  or governmental body against or affecting GTW or any of
its  properties,  assets  or  business.  There  is  no  litigation,  proceeding,
investigation,  claim,  complaint  or  accusation,  formal  or  informal,  or
arbitration  pending,  or  any  of  the  aforesaid threatened, or any contingent
liability which would give rise to any right of indemnification or similar right
on  the  part  of  any  director  or  officer of GTW or any such person's heirs,
executors  or  administrators  as  against  GTW.

     4.17     COMPLIANCE  WITH  LAWS.  GTW  has at all times been, and presently
is,  in  full  compliance  with,  and  has  not  received  notice of any claimed
violation  of,  any  applicable  federal,  state, local, foreign and other laws,
rules  and  regulations.  GTW has filed all returns, reports and other documents
and furnished all information required or requested by any federal, state, local
or  foreign  governmental  agency  and  all such returns, reports, documents and
information  are  true  and  complete  in  all respects.  All permits, licenses,
orders,  franchises  and  approvals  of  all  federal,  state,  local or foreign
governmental  or  regulatory  bodies  required  of  GTW  for  the conduct of its
business  have been obtained, no violations are or have been recorded in respect
of any such permits, licenses, orders, franchises and approvals, and there is no
litigation,  proceeding,  investigation,  arbitration,  claim,  complaint  or
accusation,  formal or informal, pending or threatened, which may revoke, limit,
or  question  the  validity,  sufficiency  or  continuance  of  any such permit,
license,  order,  franchise  or  approval.  Such  permits,  licenses,  orders,
franchises  and  approvals are valid and sufficient for all activities presently
carried  on  by  GTW.

     4.18     SUBSIDIARIES.  GTW  has  no  subsidiaries.  GTW  does  not  own or
control  (directly  or  indirectly) any capital stock, bonds or other securities
of,  and  does  not  have  any  proprietary  interest in, any other corporation,
general  or  limited  partnership,  firm,  association or business organization,
entity  or  enterprise,  and  GTW  does not control (directly or indirectly) the
management  or policies of any other corporation, partnership, firm, association
or  business  organization,  entity  or  enterprise.


<PAGE>
     4.19     ENVIRONMENTAL  MATTERS.

     (A)     As  of  the  date  hereof, no underground storage tanks are present
under any property that GTW has at any time owned, operated, occupied or leased.
As  of  the  date  hereof except as set forth in the GTW Disclosure Schedule, no
material  amount  of  any substance that has been designated by any governmental
entity  or  by  applicable federal, state or local law to be radioactive, toxic,
hazardous or otherwise a danger to health or the environment, including, without
limitation,  PCBs,  asbestos,  petroleum,  urea-formaldehyde  and all substances
listed  as  hazardous  substances  pursuant  to  the Comprehensive Environmental
Response,  Compensation,  and Liability Act of 1980, as amended, or defined as a
hazardous waste pursuant to the United States Resource Conservation and Recovery
Act  of  1976, as amended, and the regulations promulgated pursuant to said laws
(a  "Hazardous  Material"),  excluding  office,  janitorial and other immaterial
supplies,  are  present,  as  a result of the actions of GTW or, to GTW's actual
knowledge, as a result of any actions of any third party or otherwise, in, on or
under  any  property,  including the land and the improvements, ground water and
surface  water,  that  GTW have at any time owned, operated, occupied or leased.

     (B)     At  no  time  has  GTW  transported,  stored,  used,  manufactured,
disposed  of, released or exposed its employees or others to Hazardous Materials
in  violation  of  any  law in effect on or before the Closing Date, nor has GTW
disposed  of,  transported,  sold,  or  manufactured  any  product  containing a
Hazardous  Material  in  violation  of  any  rule, regulation, treaty or statute
promulgated  by  any  governmental  entity  to  prohibit,  regulate  or  control
Hazardous  Materials  or  any  Hazardous  Material  Activities.

     (C)     GTW currently holds all environmental approvals, permits, licenses,
clearances  and  consents  necessary  for  the  conduct  of its business as such
business  is currently being conducted, the absence of which would be reasonably
likely  to  have  a  Material  Adverse  Effect  on  GTW.

     (D)     No  action, proceeding, revocation proceeding, amendment procedure,
writ,  injunction  or  claim  is  pending  or,  to  the actual knowledge of GTW,
threatened concerning any Environmental Permit.  GTW is not aware of any fact or
circumstance  which  could  involve it in any environmental litigation or impose
upon  it  any environmental liability which would be reasonably likely to have a
Material  Adverse  Effect  on  GTW.

     4.20     CORPORATE  DOCUMENTS.  GTW  has  furnished  to  2TM  for  its
examination:  (i)  copies  of  its  Certificate or Articles of Incorporation and
Bylaws;  (ii) its Minute Book containing all records required to be set forth of
all  proceedings, consents, actions, and meetings of the stockholders, the board
of directors and any committees thereof; (iii) all permits, orders, and consents
issued  by  any regulatory agency with respect to GTW, or any securities of GTW,
and  all  applications  for  such  permits, orders, and consents; and (iv) their
stock  transfer  books  setting  forth  all transfers of any capital stock.  The
corporate  minute  books,  stock  certificate  books,  stock registers and other
corporate records of GTW are complete and accurate in all material respects, and
the  signatures  appearing  on  all  documents  contained  therein  are the true
signatures  of  the  persons  purporting  to  have signed the same.  All actions
reflected  in  such  books and records were duly and validly taken in compliance
with  the  laws  of  the  applicable  jurisdiction.


<PAGE>
     4.21     NO  BROKERS.  Neither  GTW  nor LF is obligated for the payment of
fees  or  expenses  of  any  broker  or  finder  in  connection with the origin,
negotiation  or  execution  of this Agreement or the Certificate of Merger or in
connection  with  any  transaction  contemplated  hereby  or  thereby.

     4.22     DISCLOSURE.  No  statements  by  GTW  or  LF  contained  in  this
Agreement  and  the  Exhibits  and  GTW Disclosure Schedule attached hereto, any
other  Transaction Document or any written statement or certificate furnished or
to  be  furnished  pursuant  hereto  or  in  connection  with  the  transactions
contemplated  hereby  and  thereby  (when  read  together)  contains  any untrue
statement  of  a  material  fact  or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading in light
of  the  circumstances  under  which  they  were  made.

     5.     PRECLOSING  COVENANTS  OF  2TM  AND  2TMD.

     5.1     NOTICES  AND  APPROVALS.  2TM agrees: (a) to give and to cause 2TMD
to  give all notices to third parties which may be necessary or deemed desirable
by  GTW  in  connection  with  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby; (b) to use its best efforts to obtain and to
cause  2TMD  to  obtain,  all  federal  and state governmental regulatory agency
approvals,  consents,  permit,  authorizations,  and  orders necessary or deemed
desirable  by  GTW in connection with this Agreement and the consummation of the
transaction  contemplated hereby; and (c) to use its best efforts to obtain, and
to  cause  2TMD  to  obtain,  all consents and authorizations of any other third
parties  necessary  or deemed desirable by GTW in connection with this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby.

     5.2     EMPLOYMENT  AGREEMENTS,  OTHER  COMMITMENTS.

     (A)      Prior  to the Closing, all employment agreements to which 2TM is a
party  shall  be  reviewed  by 2TM and GTW and assumed by 2TMD as of the Closing
with  such modifications as may be acceptable to 2TM, GTW and the employee party
to  such  agreement.

     (B)     Prior to the Closing, 2TMD shall enter into an employment agreement
with  Ian  S. Simpson, to serve as 2TMD's President, Chief Executive Officer and
Chairman,  which  agreement  shall  provide,  among other provisions: (i) a base
annual  salary  of  $200,000  for a three year term, and (ii) a grant of 500,000
options  to  purchase 2TMD common stock vesting over four years with an exercise
price  of  $2.00  per  share, with 25% of these options vesting as the Effective
Time  and  25%  of  these options vesting on any secondary offering of shares by
2TMD.

     (C)     Prior  to the Closing, 2TMD shall enter into a consulting agreement
with  Steven  W.  Rebeil, which agreement shall provide, among other provisions:
(i)  a  base  annual  payment  of $200,000, payable not less than monthly  for a
three  year  term,  and  (ii) a grant of 500,000 options to purchase 2TMD common
stock  vesting  over  four years with an exercise price of $2.00 per share, with
25%  of  these  options  vesting  as the Effective Time and 25% of these options
vesting  on  any  secondary  offering  of  shares  by  2TMD.


<PAGE>
     (D)     Prior  to the Closing, 2TMD shall enter into a consulting agreement
with  Dominic  J.  Magliarditi,  which  agreement  shall  provide  among  other
provisions:  (i)  a  base  annual  payment  of  $200,000,  payable not less than
monthly,  for a three year term, and (ii) a grant of 500,000 options to purchase
2TMD  common  stock  vesting over four years with an exercise price of $2.00 per
share,  with 25% of these options vesting as the Effective Time and 25% of these
options  vesting  on  any  secondary  offering  of  shares  by  2TMD.

     (E)     Prior to the Closing, 2TMD shall enter into an employment agreement
with  Sean  Gharavi,  to  serve  as 2TMD's Director of Internet Marketing, which
agreement  shall  provide  among  other  provisions: (i) a base annual salary of
$90,000  for  a  three year term, and (ii) a grant of 20,000 options to purchase
2TMD  common  stock  vesting over four years with an exercise price of $5.00 per
share.

     (F)     Prior  to the Closing, 2TMD shall enter into an agreement with Yuri
Mordovskoi,  who  will  become a Director of 2TMD post-closing, to issue 100,000
options  to  purchase 2TMD common stock vesting over four years with an exercise
price  of  $5.00  per  share,  with  50% of the options vesting on any secondary
offering of shares by 2TMD.  Mr. Mordovskoi shall have no fewer options than any
new  director  on  the  Board  of  Directors  of  2TMD.

     5.3     ADVICE  OF CHANGES.  2TM will promptly advise GTW in writing (i) of
any  event occurring subsequent to the date of this Agreement which would render
any  representation  or  warranty of 2TM or 2TMD contained in this Agreement, if
made  on  or  as  of  the  date  of  such  event  or the Closing Date, untrue or
inaccurate  in  any  material respect and (ii) of any material adverse change in
2TM's  business,  taken  as  a  whole.

     5.4     INFORMATION  FOR  GTW'S  STATEMENTS AND APPLICATIONS.  2TM and 2TMD
and their employees, accountants and attorneys shall cooperate fully with GTW in
the  preparation of any statements or applications made by GTW to any federal or
state  governmental  regulatory agency in connection with this Agreement and the
transactions  contemplated  hereby  and  to  furnish  GTW  with  all information
concerning  2TM  and  2TMD necessary or deemed desirable by GTW for inclusion in
such  statements  and applications, including, without limitation, all requisite
financial  statements  and  schedules.

     5.5     CONDUCT  OF  BUSINESS BY 2TM.  Until the Closing, 2TM will continue
to  conduct its business and maintain its business relationships in the ordinary
and  usual  course  and  will  not,  without  the  prior written consent of GTW:

     (A)     borrow  any  money  which  borrowings  exceed  in the aggregate Ten
Thousand  Dollars ($10,000) or incur or commit to incur any capital expenditures
in  excess  of  Ten  Thousand  Dollars  ($10,000)  in  the  aggregate;

     (B)     lease,  license,  sell,  transfer  or  encumber  or  permit  to  be
encumbered  any  asset, intellectual property right or other property associated
with  the  business  of 2TM (including sales or transfers to Affiliates of 2TM),
except  for  sales  of  inventory  in the usual and ordinary course of business;


<PAGE>
     (C)     dispose  of  any  of its assets, except in the regular and ordinary
course  of  business;

     (D)     enter  into  any  lease or contract for the purchase or sale of any
property,  real  or  personal  except  in  the  ordinary  course  of  business;

     (E)     pay  any  bonus,  increased  salary, or special remuneration to any
officer  or  employee,  including  any  amounts for accrued but unpaid salary or
bonuses  (other  than amounts not in excess of normal payments made on a regular
basis  in  prior  periods);

     (F)     change  accounting  methods;

     (G)     declare,  set  aside  or  pay  any  cash or stock dividend or other
distribution  in  respect  of capital, or redeem or otherwise acquire any of its
capital  stock;

     (H)     amend  or  terminate any contract, agreement or license to which it
is  a  party  except  in  the  ordinary  course  of  business;

     (I)     loan  any  amount  to any person or entity, or guaranty or act as a
surety  for  any  obligation;

     (J)     issue  or  sell any shares of its capital stock of any class or any
other  of  its  securities,  or  issue  or  create  any  warrants,  obligations,
subscriptions,  options,  convertible  securities, or other commitments to issue
shares  of  capital  stock, other than stock options granted as part of existing
stock  option  program or pursuant to any recapitalization plan disclosed to and
approved by GTW in its discretion and except for the issuance of up to 2,500,000
shares  pursuant  to  2TM's  current  Private  Placement  Memorandum;

     (K)     split or combine the outstanding shares of its capital stock of any
class  or  enter  into  any recapitalization affecting the number of outstanding
shares  of  its  capital  stock  of  any  class  or  affecting  any other of its
securities;

     (L)     amend  its  Certificate  of  Incorporation  or  Bylaws  except  as
necessary  to  carry  out  a  recapitalization  plan;

     (M)     make  or  change any election, change any annual accounting period,
adopt  or  change any accounting method, file any amended tax return, enter into
any  closing  agreement, settle any tax claim or assessment, surrender any right
to  claim  refund of taxes, consent to any extension or waiver of the limitation
period  applicable  to  any tax claim or assessment, or take any other action or
omit  to  take  any  action,  if any such election, adoption, change, amendment,
agreement, settlement, surrender, consent or other action or omission would have
the  effect  of  increasing  the  tax  liability  of  2TM;


<PAGE>
     (N)     do  anything  that would cause there to be material adverse changes
in  its  Financial  Statements (with such Financial Statements analyzed as if it
had  been  prepared  according  to  GAAP,  and including but not limited to cash
distributions  or  material decreases in the net assets of 2TM), except as would
occur  in  the  ordinary  course  of 2TM's business, between the date of the 2TM
Financial  Statements  and  the  Closing  Date;  or

     (O)     agree  to  do  any of the things described in the preceding clauses
Section  5.5(a)  through  (n).

     6.     PRECLOSING  COVENANTS  OF  GTW  AND  LF.

     6.1     NOTICES  AND  APPROVALS.  GTW and LF agree: (a) to give all notices
to third parties which may be necessary or deemed desirable by 2TM in connection
with  this  Agreement  and  the  consummation  of  the transactions contemplated
hereby;  (b)  to  use  their  best  efforts  to  obtain  all  federal  and state
governmental  regulatory agency approvals, consents, permit, authorizations, and
orders  necessary  or  deemed desirable by 2TM in connection with this Agreement
and  the  consummation  of  the  transaction contemplated hereby; and (c) to use
their  best efforts to obtain all consents and authorizations of any other third
parties  necessary  or deemed desirable by 2TM in connection with this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby.

     6.2     EMPLOYMENT  AGREEMENTS, OTHER COMMITMENTS TERMINATED.  Prior to the
Closing,  all employment agreements to which GTW is a party shall be reviewed by
2TM  and GTW and, as agreed between them, either terminated prior to the Closing
or  assumed  by  2TMD  as  of  the  Closing  with  such  modifications as may be
acceptable  to  2TM,  GTW  and  the  employee  party  to  such  agreement.

     6.3     ADVICE  OF CHANGES.  GTW will promptly advise 2TM in writing (i) of
any  event occurring subsequent to the date of this Agreement which would render
any representation or warranty of GTW or LF contained in this Agreement, if made
on  or as of the date of such event or the Closing Date, untrue or inaccurate in
any  material respect and (ii) of any material adverse change in GTW's business,
taken  as  a  whole.

     6.4     INFORMATION  FOR 2TM'S STATEMENTS AND APPLICATIONS.  GTW and LF and
their employees, accountants and attorneys shall cooperate fully with 2TM in the
preparation  of  any  statements  or  applications made by 2TM to any federal or
state  governmental  regulatory agency in connection with this Agreement and the
transactions  contemplated  hereby  and  to  furnish  2TM  with  all information
concerning GTW and LF necessary or deemed desirable by 2TM for inclusion in such
statements  and  applications,  including,  without  limitation,  all  requisite
financial  statements  and  schedules.

     6.5     CONDUCT  OF  BUSINESS BY GTW.  Until the Closing, GTW will continue
to  conduct its business and maintain its business relationships in the ordinary
and  usual  course  and  will  not,  without  the  prior written consent of 2TM:

     (A)     borrow  any  money  which  borrowings  exceed  in the aggregate Ten
Thousand  Dollars ($10,000) or incur or commit to incur any capital expenditures
in  excess  of  Ten  Thousand  Dollars  ($10,000)  in  the  aggregate;

<PAGE>
     (B)     lease,  license,  sell,  transfer  or  encumber  or  permit  to  be
encumbered  any  asset, intellectual property right or other property associated
with  the  business  of GTW (including sales or transfers to Affiliates of GTW),
except  for  sales  of  inventory  in the usual and ordinary course of business;

     (C)     dispose  of  any  of its assets, except in the regular and ordinary
course  of  business;

     (D)     enter  into  any  lease or contract for the purchase or sale of any
property,  real  or  personal  except  in  the  ordinary  course  of  business;

     (E)     pay  any  bonus,  increased  salary, or special remuneration to any
officer  or  employee,  including  any  amounts for accrued but unpaid salary or
bonuses  (other  than amounts not in excess of normal payments made on a regular
basis  in  prior  periods);

     (F)     change  accounting  methods;

     (G)     declare,  set  aside  or  pay  any  cash or stock dividend or other
distribution  in  respect  of capital, or redeem or otherwise acquire any of its
capital  stock;

     (H)     amend  or  terminate any contract, agreement or license to which it
is  a  party  except  in  the  ordinary  course  of  business;

     (I)     loan  any  amount  to any person or entity, or guaranty or act as a
surety  for  any  obligation;

     (J)     issue  or  sell any shares of its capital stock of any class or any
other  of  its  securities,  or  issue  or  create  any  warrants,  obligations,
subscriptions,  options,  convertible  securities, or other commitments to issue
shares  of  capital  stock, other than stock options granted as part of existing
stock  option  program or pursuant to any recapitalization plan disclosed to and
approved  by  2TM  in  its  discretion;

     (K)     split or combine the outstanding shares of its capital stock of any
class  or  enter  into  any recapitalization affecting the number of outstanding
shares  of  its  capital  stock  of  any  class  or  affecting  any other of its
securities;

     (L)     amend  its  Certificate  of  Incorporation  or  Bylaws  except  as
necessary  to  carry  out  a  recapitalization  plan;

     (M)     make  or  change any election, change any annual accounting period,
adopt  or  change any accounting method, file any amended tax return, enter into
any  closing  agreement, settle any tax claim or assessment, surrender any right
to  claim  refund of taxes, consent to any extension or waiver of the limitation
period  applicable  to  any tax claim or assessment, or take any other action or
omit  to  take  any  action,  if any such election, adoption, change, amendment,
agreement, settlement, surrender, consent or other action or omission would have
the  effect  of  increasing  the  tax  liability  of  GTW;

<PAGE>
     (N)     do  anything  that would cause there to be material adverse changes
in  its  Financial  Statements (with such Financial Statements analyzed as if it
had  been  prepared  according  to  GAAP,  and including but not limited to cash
distributions  or  material decreases in the net assets of GTW), except as would
occur  in  the  ordinary  course  of GTW's business, between the date of the GTW
Financial  Statements  and  the  Closing  Date;  or

     (O)     agree  to  do  any of the things described in the preceding clauses
Section  6.5(a)  through  (n).

     7.     MUTUAL  COVENANTS.

     7.1     NO  PUBLIC  ANNOUNCEMENT.  The  parties  shall  make  no  public
announcement  concerning  this  Agreement, their discussions or any other memos,
letters or agreements between the parties relating to the Merger until such time
as  they  agree  to  the contents of a mutually satisfactory press release which
they  intend  to  publicly-release on the date of this Agreement.  Either of the
parties,  but  only  after  reasonable  consultation  with  the  other, may make
disclosure  if  required  under  applicable  law.

     7.2     OTHER  NEGOTIATIONS.  Between  the  date hereof and the Closing, or
such  earlier  date  as GTW and 2TM mutually agree to discontinue discussions of
the Merger, neither GTW nor 2TM will take any action to solicit, initiate, seek,
encourage  or  support  any  inquiry,  proposal  or  offer  from,  furnish  any
information  to,  or  participate  in  any  negotiations  with, any corporation,
partnership, person or other entity or group (other than discussions pursuant to
this  Agreement)  regarding any acquisition, any merger or consolidation with or
involving 2TM or GTW, or any acquisition of any material portion of the stock or
assets.  2TM and GTW agree that any such negotiations in progress as of the date
hereof  will  be  terminated  or  suspended  during  such  period.

     7.3     DUE  DILIGENCE,  INVESTIGATION,  AND AUDITS.  At such time prior to
the  Closing  as may be reasonably requested, each party shall make available to
the  other party and the other party's employees, agents and representatives all
information  concerning  the  operation, business and prospects of such party as
may  be reasonably requested by the other party.  Each party will cooperate with
the  other  party  for the purpose of permitting the other party to discuss such
party's business and prospects with such party's customers, creditors, suppliers
and  other  persons  having  business  dealings  with  such  party,  subject  to
reasonable  confidentiality  obligations  between  the  parties.


<PAGE>
     7.4     REGULATORY  FILINGS;  CONSENTS; REASONABLE EFFORTS.  Subject to the
terms  and  conditions  of this Agreement, 2TM, 2TMD, GTW and LF shall use their
respective  best  efforts  to (i) make all necessary filings with respect to the
Merger  and  this Agreement under the Securities Act, and applicable blue sky or
similar  securities laws and shall use all reasonable efforts to obtain required
approvals  and  clearances  with respect thereto and shall supply all additional
information  requested in connection therewith; (ii) make merger notification or
other  appropriate  filings  with federal, state or local governmental bodies or
applicable foreign governmental agencies and shall use all reasonable efforts to
obtain  required  approvals and clearances with respect thereto and shall supply
all  additional  information requested in connection therewith; (iii) obtain all
consents,  waivers,  approvals, authorizations and orders required in connection
with  the  authorization,  execution  and  delivery  of  this  Agreement and the
consummation of the Merger; and (iv) take, or cause to be taken, all appropriate
action,  and  do, or cause to be done, all things necessary, proper or advisable
to  consummate  and  make  effective as promptly as practicable the transactions
contemplated  by  this  Agreement.

     7.5     FURTHER ASSURANCES.  Prior to and following the Closing, each party
agrees  to  cooperate  fully  with the other parties and to execute such further
instruments,  documents  and  agreements  and  to  give  such  further  written
assurances, as may be reasonably requested by any other party to better evidence
and  reflect  the  transactions  described herein and contemplated hereby and to
carry  into  effect  the  intents  and  purposes  of  this  Agreement.

     7.6     OUTSTANDING  OPTIONS.  At  the  Effective  Time, the parties hereto
agree  that  the  Surviving  Corporation shall adopt a stock incentive plan that
will  authorize  the  issuance  of  the  lessor  of (1) 15,000,000 shares of the
Surviving  Corporation's common stock, or (2) generally, twenty percent (20%) of
the  outstanding  Shares  at  that  time.  The Surviving Corporation shall issue
replacement  options  under  the Plan as provided on Schedule A, attached hereto
and  incorporated herein by this reference.  In no event shall these replacement
options  be  issued on less than an equivalent and equal basis as those existing
options  issued  to  the GTW and 2TM existing employees.  At the Effective Time,
the  parties  hereto agree that the Surviving Corporation shall immediately deem
vested  twenty-five  percent (25%) of all unvested options set forth on Schedule
A,  on  the  same terms and conditions, including Exercise Price and Term as set
forth  on  that  Schedule.  At, or subsequent to the Effective Time, the parties
hereto agree that the Surviving Corporation shall issue up to 250,000 additional
options  to  the  remaining  LF  employees  under  the  Plan.

     7.7     COMPLETION  OF  INVESTMENT.  At  the  Effective  Time,  the parties
hereto  agree  that  Steven  W. Rebeil shall be issued an aggregate of 2,000,000
shares of common stock of 2TMD in consideration for his investment of $2,000,000
in  2TM.

     8.     CLOSING  MATTERS.

     8.1     FILING  OF CERTIFICATES OF MERGER.  On the date of the Closing, but
not  prior  to  the  Closing,  the Certificates of Merger for the Initial Merger
shall  be  filed  with  the  offices  of  the Secretary of State of the State of
Delaware  and  Oklahoma  and  the  merger  of  2TM  with  and into 2TMD shall be
consummated.  Immediately  after  filing  of the initial Certificates of Merger,
the  Certificate  of  Merger  for  the Subsequent Merger shall be filed with the
offices of the Secretary of State of the State of Delaware and the merger of GTW
with  and  into  2TMD  shall  be  consummated.

     8.2     EXCHANGE  OF  CERTIFICATES.  At  the Closing, LF shall exchange its
GTW  Common  Stock certificate(s) for a certificate representing the 2TMD Common
Stock  issuable  upon  execution  of  the  Mergers.  At  the Effective Time, all
certificates  representing 2TM Common Stock shall, without any further action on
the part of the shareholders holding such shares, represent an equivalent number
of  shares  of  2TMD  Common  Stock.


<PAGE>
     8.3     DELIVERY OF DOCUMENTS.  On or before the Closing, the parties shall
deliver  the  documents,  and  shall  perform  the  acts, which are set forth in
Sections  9  and  10,  as  specified in such Sections, including delivery of the
counterpart  signature pages of the Transaction Documents executed by 2TM, 2TMD,
GTW  and/or  LF,  as  the  case  may  be.  All documents which 2TM or 2TMD shall
deliver  or  cause  to  be  delivered  shall be in form and substance reasonably
satisfactory to GTW.  All documents which GTW or LF shall deliver or cause to be
delivered  shall  be  in  form  and  substance  reasonably  satisfactory to 2TM.

     9.     CONDITIONS  TO  2TM'S OBLIGATIONS.  Unless otherwise provided below,
2TM's  and  2TMD's obligations to close the transactions contemplated under this
Agreement  are  subject to the fulfillment or satisfaction by Closing of each of
the  following  conditions  (any  one or more of which may be waived by 2TM, but
only  in  a  writing  signed  by  2TM):

     9.1     ACCURACY  OF  REPRESENTATIONS  AND WARRANTIES.  The representations
and  warranties  of  GTW  and  LF  set  forth  in Section 4 shall be true in all
material  respects on and as of the Closing with the same force and effect as if
they  had  been made at the Closing, and 2TM shall receive a certificate to such
effect  executed  by  the  Chairmen  and  Presidents  of  GTW  and  LF.

     9.2     COVENANTS.  GTW  and  LF shall have performed and complied with all
of its covenants contained in Sections 6 and 7 on or before the Closing, and 2TM
shall  receive  a  certificate  from  GTW  and LF to such effect executed by the
Presidents  of  GTW  and  LF.

     9.3     NO  LITIGATION.  On  and  as  of  the  Closing,  no  litigation  or
proceeding  shall  be threatened or pending against GTW with the purpose or with
the  probable  effect  of enjoining or preventing the consummation of any of the
transactions contemplated by this Agreement, and 2TM shall receive a certificate
to  such  effect  executed  by  the  Chairmen  and  Presidents  of  GTW  and LF.

     9.4     NO  ADVERSE  DEVELOPMENT.  There  shall  not have been any material
adverse  changes  in  the  financial  condition,  results of operations, assets,
liabilities,  business or prospects of GTW since the date of this Agreement, and
2TM  shall  receive  a  certificate  to such effect executed by the Chairmen and
President  of  GTW.

     9.5     AUTHORIZATIONS.  2TM  shall have received from GTW written evidence
that the execution, delivery and performance of GTW's and LF's obligations under
this Agreement and the Certificate of Merger have been duly and validly approved
and  authorized  by  the  Board  of  Directors  of  GTW  and  LF.

     9.6     GOVERNMENT CONSENTS.  There shall have been obtained at or prior to
the Closing such permits or authorizations, and there shall have been taken such
other action, as may be required by any regulatory authority having jurisdiction
over  the  parties  and the subject matter and the actions herein proposed to be
taken.

     9.7     OPINION  OF GTW'S COUNSEL.  At the Closing, 2TM shall have received
from counsel to GTW an opinion dated as of the Closing Date in substantially the
form  attached  hereto  as  Exhibit  D.

     9.8     FILING  OF  CERTIFICATE  OF  MERGER.  As  of  the  Closing,  the
Certificate  of  Merger  for  the  Initial Merger shall have been filed with the
Secretary  of  State  of the State of Delaware and the Secretary of State of the
State  of Oklahoma and the Certificate of Merger for the Subsequent Merger shall
have  been  filed  with  the  Secretary  of  State  of  the  State  of Delaware.

<PAGE>
     10.     CONDITIONS  TO  GTW'S  AND  LF'S  OBLIGATIONS.  Unless  otherwise
provided  below, the obligations of GTW and LF are subject to the fulfillment or
satisfaction by Closing, of each of the following conditions (any one or more of
which  may  be  waived  by  GTW,  but  only  in  a  writing  signed  by  GTW):

     10.1     ACCURACY  OF  REPRESENTATIONS AND WARRANTIES.  The representations
and  warranties  of  2TM  and  2TMD  contained in Section 3 shall be true in all
material  respects on and as of the Closing with the same force and effect as if
they  had been made at the Closing, and GTW shall receive a certificate from 2TM
and  2TMD  to  such effect with respect to the representations and warranties of
2TM  and  2TMD  executed  by  the  Chairmen  and  Presidents  of  2TM  and 2TMD.

     10.2     COVENANTS.  2TM  and  2TMD  shall have performed and complied with
all of its covenants contained in Sections 5 and 6 on or before the Closing, and
GTW  shall  receive a certificate from 2TM and 2TMD to such effect signed by the
Chairmen  and  Presidents  of  2TM  and  2TMD.

     10.3     NO  LITIGATION.  On  and  as  of  the  Closing,  no  litigation or
proceeding shall be threatened or pending against 2TM or 2TMD for the purpose or
with  the  probable effect of enjoining or preventing the consummation of any of
the  transactions  contemplated  by  this  Agreement,  and  GTW  shall receive a
certificate  from  2TM  and  2TMD  to  such  effect  signed  by the Chairmen and
Presidents  of  2TM  and  2TMD.

     10.4     AUTHORIZATIONS.  GTW shall have received from 2TM written evidence
that  the  execution,  delivery  and  performance  of  this  Agreement  and  the
Certificate  of  Merger  have  been  duly and validly approved and authorized by
2TM's  Board  of  Directors  and  by  2TMD's Board of Directors.  GTW shall have
received  a  certificate from 2TM and 2TMD to such effect signed by the Chairmen
and  Presidents  of  2TM  and  2TMD.

     10.5     NO  ADVERSE  DEVELOPMENT.  There  shall not have been any material
adverse  changes  in  the  financial  condition,  results of operations, assets,
liabilities, business or prospects of 2TM since the date of this Agreement.  GTW
shall have received a certificate from 2TM to such effect signed by the Chairmen
and  President  of  2TM.

     10.6     GOVERNMENT  CONSENTS.  There  shall have been obtained at or prior
to  the  Closing such permits or authorizations, and there shall have been taken
such  other  action,  as  may  be  required  by  any regulatory authority having
jurisdiction  over  the  parties  and  the subject matter and the actions herein
proposed  to  be  taken

     10.7     OPINION OF 2TM'S COUNSEL.  At the Closing, GTW shall have received
from counsel to 2TM, an opinion dated the Closing Date in substantially the form
attached  hereto  as  Exhibit  C.

     10.8     FILING  OF  CERTIFICATE  OF  MERGER.  As  of  the  Closing,  the
Certificate  of  Merger  for  the  Initial Merger shall have been filed with the
Secretary  of  State  of the State of Delaware and the Secretary of State of the
State  of Oklahoma and the Certificate of Merger for the Subsequent Merger shall
have  been  filed  with  the  Secretary  of  State  of  the  State  of Delaware.

<PAGE>
     11.     TERMINATION  OF  AGREEMENT.

     11.1     TERMINATION.  This  Agreement  may be terminated at any time prior
to  the  Closing  by  the  mutual written consent of each of the parties hereto.
This  Agreement  may  also  be  terminated  and  abandoned:

     (A)     By  GTW  or LF if any of the conditions precedent to GTW's and LF's
obligations  pursuant  to  Section 10 shall not have been fulfilled at and as of
the  Closing.

     (B)     By  2TM  if  any  of  the  conditions  precedent to 2TM's and 2TM's
obligations  pursuant to Section 9 above shall not have been fulfilled at and as
of  the  Closing.

     (C)     By  2TM  in  the  event  that 5% or more of the shareholders of 2TM
elect  to  exercise  dissenters  rights  in  accordance with applicable Oklahoma
corporate  law.

     (D)     By  either  2TM or GTW, if the Merger is not effected by August 30,
2000.

     Any termination of this Agreement under this Section 11.1 shall be effected
by  the delivery of written notice of the terminating party to the other parties
hereto.

     11.2     LIABILITY  FOR  TERMINATION.  Any  termination  of  this Agreement
pursuant  to  this  Section  11 shall be without further obligation or liability
upon  any  party  in  favor  of  any  other party hereto; provided, that if such
termination  shall  result  from the willful failure of a party to carry out its
obligations  under  this  Agreement,  then such party shall be liable for losses
incurred by the other parties. The provisions of this Section 11.2 shall survive
termination.

     11.3     CERTAIN  EFFECTS  OF TERMINATION.  In the event of the termination
of  this  Agreement  as  provided  in  Section  11.1  hereof,  each party, if so
requested  by  the  other  party, will (i) return promptly every document (other
than  documents  publicly  available) furnished to it by the other party (or any
subsidiary,  division, associate or affiliate of such other party) in connection
with  the  transactions contemplated hereby, whether so obtained before or after
the  execution  of  this  Agreement,  and any copies thereof which may have been
made,  and  will  cause its representatives and any representatives of financial
institutions  and  investors  and  others  to whom such documents were furnished
promptly  to  return  such documents and any copies thereof any of them may have
made;  or  (ii)  destroy  such  documents and cause its representatives and such
other  representatives to destroy such documents, and such party shall deliver a
certificate  executed by its president or vice president stating to such effect;
and

     11.4     REMEDIES.  No  party  shall  be  limited  to the termination right
granted  in Section 11.1 hereto by reason of the nonfulfillment of any condition
to such party's closing obligations but may, in the alternative, elect to do one
of  the  following:


<PAGE>
     (A)     proceed  to  close  despite  the  nonfulfillment  of  any  closing
condition,  it  being  understood  that  consummation  of  the  transactions
contemplated  hereby shall be deemed a waiver of any misrepresentation or breach
of  warranty  or  covenant  and  of any party's rights and remedies with respect
thereto  to  the extent that the other party shall have actual knowledge of such
misrepresentation  or  breach  and  the Closing shall nonetheless take place; or

     (B)     decline  to  close, terminate this Agreement as provided in Section
11.1  hereof,  and  thereafter  seek  damages.


<PAGE>
     12.     INDEMNIFICATION.

     12.1     SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The  representations,  warranties,  covenants  and  agreements  of  the  parties
contained  in  Sections  3  and  4 of this Agreement or in any writing delivered
pursuant  to  such  sections, to the extent that a breach or default in any such
representations,  warranties,  covenants  or  agreements  is  not as a result of
fraud,  shall  not  terminate at, but rather shall survive, the Closing Date and
shall  terminate  on  the  date  which  is 24 months from the Closing; provided,
however,  that  such representations, warranties, covenants and agreements shall
survive as to any claim or demand made prior to 24 months from the Closing until
such  claim  or demand is fully paid or otherwise resolved by the parties hereto
in  writing  or  by  a  court  of  competent  jurisdiction.

     12.2     INDEMNIFICATION  BY  2TM.  2TM  shall  indemnify and hold harmless
GTW,  LF,  their  directors  and  officers,  and  each other person, if any, who
controls  GTW  or  LF  within  the  meaning  of the Securities Act ("Controlling
Persons")  in  respect  of  any  and  all  claims, losses, damages, liabilities,
demands,  assessments,  judgments,  costs  and  expenses  (including,  without
limitation,  settlement costs and any legal or other expenses for investigating,
bringing  or defending any actions or threatened actions) reasonably incurred by
GTW or LF, any of their directors, officers or Controlling Persons in connection
with any misrepresentation or breach of any warranty made by 2TM or 2TMD in this
Agreement  or  in  any  schedule,  exhibit,  certificate  or  other  instrument
contemplated  by  this  Agreement.

     12.3     INDEMNIFICATION  BY  GTW  AND  LF.  GTW  and LF shall, jointly and
severally,  indemnify  and  hold  harmless 2TM in respect of any and all claims,
losses,  damages,  liabilities,  demands,  assessments,  judgments,  costs  and
expenses (including, without limitation, settlement costs and any legal or other
expenses  for  investigating,  bringing  or  defending any actions or threatened
actions)  reasonably incurred by 2TM in connection with any misrepresentation or
breach  of  any warranty made by GTW or LF in this Agreement or in any schedule,
exhibit,  certificate  or  other  instrument  contemplated  by  this  Agreement.

     12.4     CLAIMS  FOR  INDEMNIFICATION.

     (A)     Whenever  any  claim  shall  arise  for  indemnification under this
Section 12, the indemnified party shall describe such claim in a Notice of Claim
to the other party and, when known, specify the facts constituting the basis for
such  claim  and  the  amount  or an estimate of the amount of such claim.  Each
Notice  of  Claim  shall  (A)  be signed by the indemnified party, (B) contain a
description  of  the  claim, (C) specify the amount of such claim, and (D) state
that,  in the opinion of the signer thereof, such Notice of Claim is valid under
the  terms  of  Section  12  hereof,  and  is  being  given  in  good  faith.


<PAGE>
     (B)     The  indemnified  party shall give the other party prompt notice of
any  claim  for indemnification hereunder resulting from, or in connection with,
any  claim  or Third-Party Claim and, with respect to any Third-Party Claim, the
indemnified  party  shall  undertake  the  defense  thereof  by  representatives
reasonably satisfactory to the indemnified party and the other partie(s) hereto.
The  indemnified party shall not have the right to settle or compromise or enter
into  any  binding agreement to settle or compromise, or consent to entry of any
judgment  arising  from,  any  such  claim  or proceeding in its sole discretion
without the prior written consent of the other party.  Each party shall have the
right  to  participate  in any such defense of a Third-Party Claim with advisory
counsel  of  its  own choosing at its own expense.  In the event the indemnified
party,  within a reasonable time after notice of any Third-Party Claim, fails to
defend,  the  other  party  shall  have  the  right  to  undertake  the defense,
compromise  or  settlement  of  such Third-Party Claim on behalf of, and for the
account of, 2TM, GTW or LF, at the expense and risk of all parties to the extent
of  their  liability  set  forth  in  Section  12.  No  party shall, without the
indemnified  party's  written consent, settle or compromise any such Third-Party
Claim  or  consent  to  entry  of  any  judgment  that  does  not include, as an
unconditional  term  thereof, the giving by the claimant or the plaintiff to the
indemnified  party,  or  affiliate  or  affiliates,  as  the  case  may  be,  an
unconditional  release  from all liability in respect of such Third-Party Claim.

     12.5     ARBITRATION.  If  a  party makes a good faith determination that a
breach  (or potential breach) of any of the confidentiality, non-competition, or
intellectual property rights provisions of this Agreement by the other party may
result  in damages or consequences that will be immediate, severe, and incapable
of  adequate  redress  after  the fact, so that a temporary restraining order or
other  immediate  injunctive  relief  is  necessary for a realistic and adequate
remedy,  that  party  may seek immediate injunctive relief without first seeking
relief  through  arbitration.  After  the  court  has  ruled  on the request for
injunctive  relief,  the parties will thereafter proceed with arbitration of the
dispute and stay the litigation pending arbitra-tion.  Subject to the foregoing,
any  dispute  arising out of this Agreement, or its performance or breach, shall
be  resolved  by  binding  arbitration  conducted  by  JAMS/Endispute  under the
JAMS/Endispute  Rules  for  Complex  Arbitration  (the  "JAMS  Rules").  This
arbitration  provi-sion  is  expressly made pursuant to and shall be governed by
the  Federal  Arbitration Act, 9 U.S.C. Sections 1-14.  The parties hereto agree
that  pursuant  to  Section  9 of the Federal Arbitration Act, a judgment of the
United  States  District  Courts for the Central District of California shall be
entered  upon the award made pursuant to the arbitration.  A single arbitra-tor,
who  shall have the authority to allocate the costs of any arbitration initiated
under  this  paragraph, shall be selected according to the JAMS Rules within ten
(10)  days of the submis-sion to JAMS/Endispute of the response to the statement
of  claim  or  the date on which any such response is due, whichever is earlier.
The  arbitrator  shall  conduct  the  arbitration in accordance with the Federal
Rules  of  Evidence.  The  arbitrator  shall  decide  the  amount  and extent of
pre-hearing discovery which is appropriate.  The arbitrator shall have the power
to  enter  any  award  of monetary and/or injunctive relief (including the power
issue  permanent  injunctive  relief  and also the power to reconsider any prior
request  for  immediate injunctive relief by either of the parties and any order
as  to  immediate  injunctive  relief previously granted or denied by a court in
response to a request therefor by either of the parties), including the power to
render  an  award  as  provided in Rule 43 of the JAMS Rules; provided, however,
that the arbitrator shall not have the power to award punitive damages under any
circumstances  (whether styled as punitive, exemplary, or treble damages, or any
penalty  or  punitive type of damages) regardless of whether such damages may be
available  under  applicable  law,  the  parties  hereby waiving their rights to
recover  any  such damages.  The arbitrator shall award the prevailing party its
costs and reasonable attorneys' fees, and the losing party shall bear the entire
cost of the arbitration, including the arbitrator's fees.  All arbitration shall
be  held  in  Orange  County,  California.  In  addition to the above court, the
arbitration  award  may  be  enforced  in any court having jurisdiction over the
parties  and  the  subject  matter  of  the  arbitra-tion.  Notwithstanding  the
foregoing,  the  parties irrevocably submit to the nonexclusive jurisdic-tion of
the  state  and  federal  courts  situated  where the respondent is domiciled or
resides  as of the Effective Date in any action to enforce an arbitration award.
With  respect  to  any  request  for immediate injunctive relief, that state and
federal  courts  in  Orange County, California shall have exclusive jurisdiction
and  venue  over  any  such  disputes.


<PAGE>
     12.6     LIMITATION  ON  INDEMNIFICATION.  No  indemnified  party hereunder
will  be  entitled  to make a claim against any indemnifying party under Section
12.2  or  12.3 unless and until (i) the aggregate amount of losses indemnifiable
by  2TM,  GTW  or  LF  exceeds  Fifty  Thousand  Dollars  ($50,000).

     13.     MISCELLANEOUS.

     13.1     GOVERNING  LAWS.  It  is  the intention of the parties hereto that
the  internal laws of the State of California (irrespective of its choice of law
principles) shall govern the validity of this Agreement, the construction of its
terms,  and  the  interpretation and enforcement of the rights and duties of the
parties  hereto.

     13.2     BINDING  UPON  SUCCESSORS  AND  ASSIGNS.  Subject  to,  and unless
otherwise  provided  in,  this  Agreement, each and all of the covenants, terms,
provisions,  and agreements contained herein shall be binding upon, and inure to
the  benefit  of,  the  permitted successors, executors, heirs, representatives,
administrators  and  assigns  of  the  parties  hereto.

     13.3     SEVERABILITY.  If  any  provision  of  this  Agreement,  or  the
application  thereof,  shall  for  any  reason  and  to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to  other persons or circumstances shall be interpreted so as best to reasonably
effect  the  intent of the parties hereto.  The parties further agree to replace
such  void  or  unenforceable  provision  of  this  Agreement  with  a valid and
enforceable  provision which will achieve, to the extent possible, the economic,
business  and  other  purposes  of  the  void  or  unenforceable  provision.

     13.4     ENTIRE  AGREEMENT.  This  Agreement,  the  exhibits  hereto,  the
documents  referenced  herein,  and  the exhibits thereto, constitute the entire
understanding  and  agreement  of the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements
or  understandings,  inducements  or  conditions, express or implied, written or
oral,  between  the  parties with respect hereto and thereto.  The express terms
hereof  control  and  supersede  any course of performance or usage of the trade
inconsistent  with  any  of  the  terms  hereof.

     13.5     COUNTERPARTS.  This  Agreement  may  be  executed in any number of
counterparts,  each  of  which  shall  be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same  instrument.  This  Agreement  shall  become  binding  when  one  or  more
counterparts  hereof,  individually or taken together, shall bear the signatures
of  all  of  the  parties  reflected  hereon  as  signatories.

     13.6     EXPENSES.  Except  as  provided to the contrary herein, each party
shall  pay  all  of  its  own  costs  and  expenses incurred with respect to the
negotiation,  execution and delivery of this Agreement, the exhibits hereto, and
the  other  Transaction  Documents.


<PAGE>
     13.7     AMENDMENT  AND  WAIVERS.  Any  term or provision of this Agreement
may  be  amended, and the observance of any term of this Agreement may be waived
(either  generally  or  in  a  particular  instance  and either retroactively or
prospectively)  only  by a writing signed by the party to be bound thereby.  The
waiver  by a party of any breach hereof for default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed to constitute
a  waiver  of  any  other  default  or  any  succeeding  breach  or  default.

     13.8     SURVIVAL  OF  AGREEMENTS.  All  covenants,  agreements,
representations  and  warranties  made  herein  shall  survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby  notwithstanding  any  investigation  of  the  parties  hereto  and shall
terminate  on  the  date  one  year  after  the  Closing  Date.

     13.9     NO  WAIVER.  The  failure  of  any  party  to  enforce  any of the
provisions  hereof  shall  not  be construed to be a waiver of the right of such
party  thereafter  to  enforce  such  provisions.

     13.10     ATTORNEYS'  FEES.  Should suit be brought to enforce or interpret
any  part  of this Agreement, the prevailing party shall be entitled to recover,
as  an  element  of  the costs of suit and not as damages, reasonable attorneys'
fees to be fixed by the court (including without limitation, costs, expenses and
fees  on  any  appeal).  The  prevailing  party  shall  be the party entitled to
recover  its  costs  of  suit, regardless of whether such suit proceeds to final
judgment.  A  party  not  entitled to recover its costs shall not be entitled to
recover  attorneys'  fees.  No  sum  for  attorneys'  fees  shall  be counted in
calculating  the  amount of a judgment for purposes of determining if a party is
entitled  to  recover  costs  or  attorneys'  fees.

     13.11     NOTICES.  Any  notice  provided  for  or  permitted  under  this
Agreement  will  be  treated as having been given when (a) delivered personally,
(b)  sent  by  confirmed  telex  or  telecopy,  (c) sent by commercial overnight
courier  with  written verification of receipt, or (d) mailed postage prepaid by
certified  or  registered  mail,  return  receipt  requested, to the party to be
notified,  at  the  address set forth below, or at such other place of which the
other  party has been notified in accordance with the provisions of this Section
13.11.

2TM  or  2TMD:

     2TheMart.com,  Inc.
     18301  Von  Karman  Avenue
     Seventh  Floor
     Irvine,  CA  92612
     Attn.  Steven  Rebeil
     Facsimile  No.:  (949)  477-1221

With  copy  to:
     M.  Richard  Cutler,  Esq.
     Cutler  Law  Group
     610  Newport  Center  Drive,  Suite  800
     Newport  Beach,  CA  92660
     Facsimile  No.:  (949)  719-1977


<PAGE>

GTW  and  LF:

     Language  Force
     Gotoworld.com,  Inc.
     1601  E.  Lincoln  Avenue
     Orange,  CA  92685
     Attn:  Ian  S.  Simpson
     Facsimile  No.:  (714)  279-9368.

     With  copy  to:
     William  T.  Gay,  Esq.
     Snell  &  Wilmer
     1920  Main  Street,  Suite  1200
     Irvine,  CA  92614
     Facsimile  No.:  (949)  955-2507

Such  notice  will  be  treated  as  having  been  received upon actual receipt.

     13.12     TIME.  Time  is  of  the  essence  of  this  Agreement.

     13.13     CONSTRUCTION OF AGREEMENT.  This Agreement has been negotiated by
the  respective parties hereto and their attorneys and the language hereof shall
not  be  construed for or against any party.  The titles and headings herein are
for  reference  purposes only and shall not in any manner limit the construction
of  this  Agreement  which  shall  be  considered  as  a  whole.

     13.14     NO  JOINT  VENTURE.  Nothing contained in this Agreement shall be
deemed  or  construed  as creating a joint venture or partnership between any of
the  parties  hereto.  No  party is by virtue of this Agreement authorized as an
agent, employee or legal representative of any other party.  No party shall have
the power to control the activities and operations of any other and their status
is,  and at all times, will continue to be, that of independent contractors with
respect  to  each  other.  No party shall have any power or authority to bind or
commit  any  other.  No  party  shall hold itself out as having any authority or
relationship  in  contravention  of  this  Section  13.14.

     13.15     PRONOUNS.  All  pronouns  and  any  variations  thereof  shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity  of  the  person,  persons,  entity  or  entities  may  require.

     13.16     FURTHER  ASSURANCES.  Each  party  agrees to cooperate fully with
the  other  parties  and  to  execute  such  further  instruments, documents and
agreements  and  to  give  such further written assurances, as may be reasonably
requested  by  any  other  party to better evidence and reflect the transactions
described  herein  and  contemplated hereby and to carry into effect the intents
and  purposes  of  this  Agreement.


<PAGE>
     13.17     ABSENCE  OF  THIRD-PARTY  BENEFICIARY  RIGHTS.  Except  for  the
agreements  provided for in Section 5.2 of this Agreement, no provisions of this
Agreement  are  intended,  nor  shall  be  interpreted, to provide or create any
third-party  bene-ficiary  rights or any other rights of any kind in any client,
customer,  affiliate,  stockholder,  partner  of  any  party hereto or any other
person  or entity except employees and stockholders of 2TM specifically referred
to  herein,  and, except as so provided, all provisions hereof shall be personal
solely  between  the  parties  to  this  Agreement.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  set  forth  above.


2THEMART.COM,  INC.           GOTOWORLD.COM,  INC.
an  Oklahoma  corporation     a  Delaware  corporation


By:/s/ Steven W. Rebeil       By: /s/ Ian S. Simpson
   Steven  W.  Rebeil,        Ian  S.  Simpson,
   Chairman and Chief         Chairman  and  President
   Executive Officer

2THEMART.COM,  Inc.           LANGUAGEFORCE,  INC.
a  Delaware  corporation      a  Colorado  corporation


By:/s/ Steven W. Rebeil       By: /s/ Ian S. Simpson
   Steven  W.  Rebeil,        Ian  S.  Simpson,
   Chairman and Chief         President
   Executive Officer