AMENDMENT # 1 TO AGREEMENT
                           AND PLAN OF REORGANIZATION
                              DATED APRIL 14, 2000

                           INTERIM OPERATING AGREEMENT

     This  Amendment # 1 to the Agreement and Plan of Reorganization dated April
14,  2000,  the  Interim  Operating  Agreement  ("Agreement"),  is  entered into
effective  as  of  the  19th  day  of  April, 2000 (the "Effective Date") by and
between  2TheMart.com,  Inc., an Oklahoma corporation ("2TM") and GoToWorld.com,
Inc.,  a Delaware corporation ("GTW").  Each of 2TM and GTW shall be referred to
as  a  "Party"  and  collectively  as  the  "Parties".

                                    RECITALS

     WHEREAS,  2TM  and  GTW  have  entered  into  an  Agreement  and  Plan  of
Reorganization  dated  April  14,  2000  (the  "Reorganization  Agreement");

     WHEREAS,  as  part of the Reorganization Agreement, the Parties have agreed
that  2TM  will  merge  with  GTW upon completion of shareholder approval by the
shareholders  of  2TM;

     WHEREAS, the board of directors of the 2TM and GTW each agree that it is in
the  best  interests  of the parties for GTW to provide operational support from
the  Effective  Date  through  the  closing of the merger as contemplated by the
Reorganization  Agreement  (the  "Interim  Period")  .

     WHEREAS,  the  parties  to  the  Reorganization Agreement wish to amend the
Reorganization  Agreement  as  hereinafter  stated.

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                                    AMENDMENT

     NOW,  THEREFORE,  the  parties  agree  as  follows:

1.  Conflict.  In  the  event  there  is  a  conflict  between  the terms of the
Reorganization  Agreement  and this Amendment No. 1, the terms of this Amendment
No.  1  shall control any interpretation.  Unless this Amendment No. 1 expressly
amends  the  language  of  the  Reorganization  Agreement,  the  Reorganization
Agreement  shall  remain  in  full  force  and  effect.

2.  Operating  Expenses.  GTW  hereby  agrees  to  pay  operating  expenses,  as
enumerated in Schedule "A" for the day-to-day operation of the Orange County, CA
2TM  facility  during  the  Interim  Period  (the  "Operating  Funds").

3.  Interim  Management.  2TM  authorizes  the  retention  of  the services of a
management  company  ("Interim  Management  Company")  to  manage  2TM's  daily
operations  during  the Interim Period, subject to the approval of the 2TM Board
of  Directors.  Fees  required for such Interim Management Company shall be paid
by  GTW  as  part  of  the  Operating  Funds.  2TM shall delegate all day-to-day
management  responsibility  of  2TM  to the Interim Management Company if one is
retained  pursuant  to  this  Agreement.

4.  Indemnity.  2TM  hereby  agrees  to  indemnify, defend and hold harmless any
Interim  Management  Company  retained  pursuant  to this Agreement for all acts
performed  by  it  during  the  Interim  Period.

5.  Offices  and Facilities.  GTW is hereby authorized to place its personnel at
2TM's  offices  and  facility.  Such  GTW  personnel shall have the authority to
operate  2TM  systems  and  equipment  under the direction of GTW or the Interim
Management  Company,  if  applicable.

6.  Equipment.  GTW  and  its  personnel  are  hereby  authorized  to configure,
program  and  operate 2TM's computers, equipment, and systems.  However, GTW and
its  personnel  are  not  authorized  to  sell,  pledge,  hypothecate, encumber,
transfer, or move any such computers, equipment, systems, or any other assets of
2TM  without  2TM's  prior  written  approval.

7.  Investment  Relations.  GTW shall be authorized and instructed to retain the
services  of  an  investment relations firm on behalf of 2TM.  Fees required for
such  Investment  Relations  Firm  shall be paid by GTW as part of the Operating
Funds.

8.  Term  and Termination.  This Agreement shall be in effect for a period of 60
days from the Effective Date and thereafter month to month until either approval
or disapproval of the merger contemplated by the Reorganization Agreement by the
shareholders  of  2TM  or  GTW.

9.  Representations  and Warranties.  Each Party hereby represents, warrants and
covenants  as  follows:

a.     When  executed  and  delivered, the terms hereof shall constitute a valid
and  legally  binding agreement enforceable in accordance with its terms, except
as  may  be  limited by bankruptcy, insolvency or other laws affecting generally
the enforceability of creditors rights and by limitations on the availability of
equitable  remedies.

b.     Neither the execution and delivery of this Agreement nor the consummation
or  performance  of  the  transactions contemplated herein will violate any law,
rule,  regulation,  writ,  judgment, injunction, decree, determination, or other
order  of  any  court,  government  or  governmental  agency or instrumentality,
domestic  or  foreign,  or  conflict  with or result in any breach of any of the
terms  of  or the creation or imposition of any mortgage, deed of trust, pledge,
lien, security interest or other charge or encumbrance of any nature pursuant to
the  terms  of  any  contract  or  agreement

10.  Severability.  If  any  portion  of  this  Agreement is found by a court of
competent jurisdiction to be void or unenforceable, that portion shall be deemed
to  be  reformed to the extent necessary to cause such portion to be enforceable
and  the  same  shall not affect the remainder of this Agreement, which shall be
given  full  force  and  effect  without  regard to the invalid or unenforceable
portions.

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11.   Confidential  Information.

a.     2TM, GTW, their agents and employees, and each of them, shall not, during
the  term of this Agreement and thereafter, communicate, divulge, or use for the
benefit of itself or any other person, partnership, association, or corporation,
either  directly  or indirectly, any information or knowledge concerning the any
Party  and  any information, including but not limited to technical information,
computer  specifications,  employee  lists,  customer  lists,  communication
techniques, invoicing, billing, and schematics, which may be communicated to one
Party  by  the  other  Party  during  the  term  of  this  Agreement.

b.      2TM and GTW, and each of them, covenants and agrees that during the term
of this Agreement and for a period of five (5) years thereafter, such party will
not  do  any  act or fail to do any act which may be prejudicial or injurious to
the  business  and  goodwill  of  the  other  Party.

12.  Entire  Agreement.  This  Agreement,  together  with  the  Reorganization
Agreement,  along  with  the  exhibits  attached  hereto, which may be signed in
duplicate  or  counterparts,  contains  the  entire  understanding  between  the
Parties,  and  may  not  be  changed,  altered,  amended, or modified, except in
writing,  duly  executed  by  each  of  the  Parties.

13.  Assignment; Survival.  This Agreement may not be assigned or transferred by
either  Party  hereto  without  the  prior  written consent of all other Parties
hereto. The obligations of the Parties under this Agreement shall survive in the
event  of a sale, merger, transfer of substantially all the assets, or change in
control  of  either  Party.

14.  Governing  Law; Venue.  This Agreement shall be governed by the laws of the
State  of  California, United States of America.  Any cause of action brought by
an  Party  hereunder  shall  be  brought  in the court of proper jurisdiction in
Orange  County,  California.

15.  Attorneys'  Fees.  Should  any  action  be commenced between the Parties to
this  Agreement concerning the matters set forth in this Agreement or the rights
and  duties  of  either in relation thereto, the prevailing Party in such action
shall  be  entitled,  in  addition  to such other relief as may be granted, to a
reasonable  sum  as  and  for  its  Attorney's  Fees  and  Costs.

16.      Headings/Captions.  The  titles and headings are for reference purposes
only  and  shall not in any way limit the construction or interpretation of this
Agreement.


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IN  WITNESS  WHEREOF,  the  Parties hereto have caused this Agreement to be duly
executed  and  delivered  as  of  the  date  first  written  above.

2TM                                          GTW


2TheMart.com,  Inc.,                         GoToWorld.com,  Inc.,
an  Oklahoma  corporation                    a  Delaware  corporation

/s/  Steven  W.  Rebeil                     /s/  Ian  S.  Simpson
_____________________________               _____________________________
By:     Steven  W.  Rebeil                  By:     Ian  S.  Simpson
Its:    Chairman  and  Sole  Director       Its:    Chief  Executive
Officer