AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                          INTERNET VENTURE GROUP, INC.

                              A FLORIDA CORPORATION

                                       AND

                                GEEWHIZ.COM, INC.

                               A TEXAS CORPORATION

                            DATED: JANUARY ____, 2000


<PAGE>


                      AGREEMENT AND PLAN OF REORGANIZATION

                          INTERNET VENTURE GROUP, INC.

                                       AND

                                GEEWHIZ.COM, INC.

         This Agreement and Plan of  Reorganization  ("Agreement"),  dated as of
January ____,  2000,  among INTERNET  VENTURE  GROUP,  INC.  ("IVG"),  a Florida
corporation,   GEEWHIZ.COM,   INC.  ("GWI")  ,  a  Texas  corporation,  and  the
participating  shareholders of GEEWHIZ.COM,  INC. ("Shareholders") who will join
this  agreement by execution of the  Consent/Exchange  Agreement  (Exhibit  "A")
concurrent with or immediately after closing.

                              W I T N E S S E T H:

         A. WHEREAS, IVG and GWI are corporations duly organized under the laws
of the State of Florida and Texas, respectively.

         B. PLAN OF  REORGANIZATION.  The GWI  Shareholders are the owners of at
least 80% of the issued and outstanding common stock of GWI. It is the intention
that at least 80% of the issued and  outstanding  stock of GWI shall be acquired
by IVG in exchange solely for its voting stock.  For federal income tax purposes
it is intended that this exchange shall qualify as a  reorganization  within the
meaning of SEC 368  (a)(1)(B) of the Internal  Revenue Code of 1986,  as amended
(the "Code").

         C. EXCHANGE OF SHARES. IVG and GWI and participating Shareholders agree
that at least 80% of the common  shares issued and  outstanding  of GWI shall be
exchanged  with IVG for  shares  of the  restricted  stock of IVG.  The pro rata
numbers of the IVG shares,  after the Effective Date,  shall be delivered to the
Exchange Agent as hereinafter  defined,  for the  participating  shareholders in
exchange for their GWI shares as hereinafter set forth, and the shares allocated
to the trustee for GWI  shareholders  shall be  delivered to said trustee by the
Exchange Agent.

         D.       WHEREAS, the parties hereto wish to enter into this Agreement,
pursuant to the provisions of the Florida Statutes.

         NOW, THEREFORE, it is agreed among the parties as follows:


<PAGE>
                                    ARTICLE I

                                THE CONSIDERATION

         1.1 Subject to the conditions set forth herein on the "Effective  Date"
(as herein defined),  Shareholders of at least 80% of the outstanding  shares of
GWI shall  exchange their shares of GWI for common shares of IVG common stock on
a one share of GWI for 4.5 shares of IVG basis. The transactions contemplated by
this Agreement shall be completed on an Effective Date ("Effective  Date") which
shall  be as  soon as  possible  after  all  shareholder  approvals,  if any are
required,  are obtained in accordance  with law as set forth in this  Agreement,
but no later than 30 days after date hereof.

         Prior to the  Effective  Date,  all of the documents to be furnished to
IVG and GWI,  including the documents to be furnished pursuant to Article VII of
this Agreement,  shall be delivered to M.A. Littman,  to be held in escrow until
all  preconditions  have  been  performed  or the  date of  termination  of this
Agreement,  whichever first occurs, and thereafter shall be promptly distributed
to the parties as their interests may appear.

         1.2 At the  Effective  Date,  GWI  shall  become  at least an 80% owned
subsidiary of IVG. GWI's shareholder shall receive pro rata shares of $.0001 par
value voting common stock as follows:

                  IVG  shall  issue 4.5  shares of common  stock for each of the
                  outstanding  common  shares  of  GWI  owned  by  participating
                  shareholders of GWI, pro rata to the shareholders of GWI.

         1.3 If this  Agreement is duly adopted by the holders of the  requisite
number of shares of GWI, in accordance  with the applicable  laws and subject to
the other provisions hereof, it shall become effective. For accounting purposes,
the Agreement  shall be effective as of 12:01 a.m., on the last day of the month
preceding the Effective Date.
<PAGE>

                                   ARTICLE II

                         ISSUANCE AND EXCHANGE OF SHARES

         2.1 The shares of $.0001 par value  common stock of IVG shall be issued
by it to GWI shareholders within 15 days after Effective Date.

         2.2 IVG  represents  that no  outstanding  options or warrants  for its
unissued  shares exist.  All preferred stock of IVG due for redemption as of the
date hereof shall have been redeemed as of Effective Date, if any.

         2.3 The stock  transfer  books of GWI shall be closed on the  Effective
Date,  and  thereafter no transfers of the stock of GWI shall be made. GWI shall
appoint GWI as exchange agent  ("Exchange  Agent"),  to accept  surrender of the
certificates  representing  the common shares of GWI, and to deliver in exchange
for  such  surrendered  certificates,   shares  of  common  stock  of  IVG.  The
authorization  of the Exchange  Agent may be  terminated by IVG after six months
following the Effective Date. Upon termination of such authorization, any shares
of GWI and any funds held by the Exchange Agent for payment to GWI  shareholders
pursuant to this Agreement  shall be transferred to IVG or its designated  agent
who  shall  thereafter  perform  the  obligations  of  the  Exchange  Agent.  If
outstanding  certificates  for shares of GWI are not  surrendered or the payment
for them not claimed prior to such date on which such payments  would  otherwise
escheat to or become  the  property  of any  governmental  unit or  agency,  the
unclaimed items shall, to the extent  permitted by abandoned  property and other
applicable  law,  become  the  property  of IVG  (and to the  extent  not in its
possession  shall be paid over to it),  free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange  Agent nor any party to this  Agreement  shall be liable to
any holder of GWI shares for any amount paid to any governmental  unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.

         2.4      No fractional shares of IVG stock shall be issued as a result
of the Agreement.  Shares shall be rounded to nearest whole share.

         2.5 At the Effective Date, each holder of a certificate or certificates
representing  common  shares of GWI,  upon  presentation  and  surrender of such
certificate or certificates to the Exchange Agent,  shall be entitled to receive
the  consideration  set forth herein.  Upon such  presentation,  surrender,  and
exchange as provided in Section  2.5,  certificates  representing  shares of GWI
previously  held shall be canceled.  Until so presented  and  surrendered,  each
certificate or certificates  which represented  issued and outstanding shares of
GWI at the Effective Date shall be deemed for all purposes to evidence the right
to receive the consideration set forth in Section 1.2 of this Agreement.  If the
certificates  representing  shares of GWI have been lost,  stolen,  mutilated or
destroyed,  the  Exchange  Agent shall  require the  submission  of an indemnity
agreement and may require the submission of a bond in lieu of such certificate.
<PAGE>

                                   ARTICLE III

                           REPRESENTATIONS, WARRANTIES
                       AND COVENANTS OF GEEWHIZ.COM, INC.

         No  representations  or warranties  are made by any director,  officer,
employee  or  shareholder  of GWI as  individuals,  except as and to the  extent
stated in this Agreement or in a separate written statement (the "GWI Disclosure
Statement"),  if any. GWI hereby  represents,  warrants and covenants to IVG, as
follows:

         3.1 GWI is a corporation  duly organized,  validly existing and in good
standing under the laws of the State of Texas,  and has the corporate  power and
authority to own or lease its  properties  and to carry on its business as it is
now  being  conducted.  The  Articles  of  Incorporation  and  Bylaws of GWI are
complete and  accurate,  and the minute books of GWI contain a record,  which is
complete  and  accurate  in all  material  respects,  of all  meetings,  and all
corporate actions of the shareholders and board of directors of GWI.

         3.2 The aggregate  number of shares which GWI is authorized to issue is
10,000,000  shares of common  stock of which  5,844,111  shares  are  issued and
outstanding, and options are outstanding for approximately 1,100,000 shares.

         3.3 GWI has complete and unrestricted power to enter into and, upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.

         3.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by GWI will  conflict  with or result  in a breach  or  violation  of the
Articles of Incorporation or Bylaws of GWI.

         3.5 The execution,  delivery and performance of this Agreement has been
duly authorized and approved by GWI's Board of Directors.

         3.6 GWI has delivered to IVG consolidated  audited financial statements
of GWI, as of December 31, 1998 which includes  audited  statements for the year
ended  December 31, 1997.  All such  statements,  herein  sometimes  called "GWI
Financial  Statements",  are complete and correct in all material  respects and,
together  with the  notes to these  financial  statements,  present  fairly  the
financial  position and results of operations  of GWI for the periods  included.
The December 31, 1998  statements  will have been  prepared in  accordance  with
generally accepted accounting principles.

<PAGE>


         3.7 Since the dates of the GWI  Financial  Statements,  there  have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise of GWI.

         3.8 There are no legal proceedings or regulatory  proceedings involving
material claims pending,  or to the knowledge of the officers of GWI, threatened
against GWI or affecting any of its assets or properties,  and GWI is not in any
material  breach or violation of or default  under any contract or instrument to
which GWI is a party,  and no event has occurred which with the lapse of time or
action by a third party could  result in a material  breach or  violation  of or
default by GWI under any contract or other instrument to which GWI is a party or
by which it or any of its  properties  may be bound or  affected,  or under  its
respective  Articles  of  Incorporation  or  Bylaws,  nor is there  any court or
regulatory order pending, applicable to GWI, except as disclosed on Schedule 3.8
regarding a former employee.

         3.9 All liability of GWI has been properly provided for and is adequate
to comply with all regulatory requirements regarding same.

         3.10  The  representations  and  warranties  of GWI  shall  be true and
correct as of the date hereof and as of the Effective Date.

         3.11  GWI has no employee benefit plan.

         3.12 No  representation  or warranty by GWI in this Agreement,  the GWI
Disclosure  Statement or any certificate  delivered pursuant hereto contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make such representation or warranty not misleading.

         3.13  INTELLECTUAL  PROPERTY.  Except for U.S.  Patents  #5,211,699 and
#5,575,553  in  which  GWI  holds a  non-exclusive  license,  all  trade  names,
inventions,  discoveries,  ideas,  research,  engineering,  methods,  practices,
processes,   systems,   formulae,   designs,   drawings,   products,   projects,
improvements,  developments,  know-how,  and trade secrets which are used in the
conduct of GWI's business,  whether registered or unregistered (collectively the
"Proprietary  Rights")  are  owned by GWI,  except  as to the  specific  patents
excluded  above.  To the  knowledge  of each  Seller  and GWI,  GWI  created  or
developed such Proprietary Rights and such Proprietary Rights are not subject to
any restriction,  lien, encumbrance,  right, title or interest in others. All of
the foregoing  Proprietary Rights that are not in the public domain stand solely
in the name of GWI and not in the name of any  shareholder,  director,  officer,
agent, partner or employee or anyone else known to any Seller or GWI and none of
the same have any  right,  title,  interest,  restriction,  lien or  encumbrance
therein or thereon or thereto.  To the  knowledge of each Seller and GWI,  GWI's
ownership and use of the  Proprietary  Rights do not and will not infringe upon,
conflict with or violate in any material  respect any patent,  copyright,  trade
secret or other lawful  proprietary  right of any other  party,  and no claim is
pending or, to the knowledge of any Seller or GWI, threatened to the effect that
the operations of GWI infringe upon or conflict with the asserted  rights of any
other person under any of the Proprietary  Rights,  and to the knowledge of each
Seller and GWI there is no reasonable  basis for any such claim  (whether or not
pending or threatened).  No claim is pending, or to the knowledge of each Seller
and GWI,  threatened  to the effect that any such  Proprietary  Rights  owned or
licensed  by GWI,  or which GWI  otherwise  has the right to use,  is invalid or
unenforceable  by GWI and  there  is no  reasonable  basis  for any  such  claim
(whether or not pending or  threatened).  GWI has not granted or assigned to any
other person or entity any right to manufacture, have manufactured,  assemble or
sell the  products or proposed  products or to provide the  services or proposed
services of Seller.
<PAGE>

         3.14     A. LIENS.  Except as  disclosed on  Schedule  3.14(a),  no one
other than GWI has any right, title,  interest,  lien, claim, security interest,
restriction or encumbrance in, on or to GWI's assets.

                  B. MATERIAL  CONTRACTS.  Other than as  disclosed  on Schedule
3.14(b), GWI does not have any material obligation,  contract, agreement, lease,
sublease,  commitment or understanding of any kind, nature or description,  oral
or written, fixed or contingent due or to become due, existing or inchoate.

                  C.  NO  UNDISCLOSED  LIABILITIES.  GWI  does  not  have  any
material liabilities or obligations,  including, without limitation,  contingent
liabilities for the performance of any obligation, except for (i) liabilities or
obligations  which  are  disclosed  or fully  provided  for in  GWI's  Financial
Statements,  (ii)  liabilities or obligations  disclosed in this Agreement or in
any Exhibit or Schedule to this Agreement,  and (iii)  liabilities not in excess
of $2,000 in the aggregate.

                  D.  ENVIRONMENTAL  MATTERS.(i)  GWI has not received notice of
any violation of or  investigation  relating to any  environmental  or pollution
law, regulation,  or ordinance with respect to assets now or previously owned or
operated by GWI that has not been fully and finally resolved;  (ii) All permits,
licenses  and other  authorizations  which are  required  under  United  States,
federal,  state,  provincial  and  local  laws  with  respect  to  pollution  or
protection  of the  environment  ("Environmental  Laws")  relating to assets now
owned or operated  by GWI or any of its  subsidiaries,  including  Environmental
Laws  relating  to actual or  threatened  emissions,  discharges  or releases of
pollutants,   contaminants   or   hazardous   or  toxic   materials   or  wastes
("Pollutants"),  have been  obtained  and are  effective,  and,  with respect to
assets  previously  owned or operated by GWI, were  obtained and were  effective
during the time of GWI's operation; (iii) to the knowledge of GWI, no conditions
exist on, in or about the properties now or previously  owned or operated by GWI
or any third-party properties to which any Pollutants generated by GWI were sent
or  released  that  could  give rise on the part of GWI to  liability  under any
Environmental  Laws, claims by third parties under  Environmental  Laws or under
common law or the occurrence of costs to avoid any such liability or claim;  and
(iv) to the  knowledge of GWI, all  operators of GWI's assets are in  compliance
with all terms and conditions of such Environmental Laws, permits,  licenses and
authorizations,   and  are  also  in  compliance  with  all  other  limitations,
restrictions,  conditions, standards, prohibitions,  requirements,  obligations,
schedules and timetables  contained in such laws or contained in any regulation,
code, plan, order, decree,  judgment,  notice or demand letter issued,  entered,
promulgated or approved thereunder, relating to GWI's assets.
<PAGE>

                                   ARTICLE IV

                  REPRESENTATIONS, WARRANTIES AND COVENANTS OF

                          INTERNET VENTURE GROUP, INC.

         No  representations  or warranties  are made by any director,  officer,
employee  or  shareholder  of IVG as  individuals,  except as and to the  extent
stated in this Agreement or in a separate written statement.

         IVG hereby represents,  warrants and covenants to GWI, except as stated
in the IVG Disclosure Statement, as follows:

         4.1 IVG is a corporation  duly organized,  validly existing and in good
standing under the laws of the State of Florida, and has the corporate power and
authority to own or lease its  properties  and to carry on its business as it is
now being conducted.  The Articles of Incorporation and Bylaws of IVG, copies of
which have been  delivered to GWI, are  complete  and  accurate,  and the minute
books of IVG contain a record,  which is complete  and  accurate in all material
respects,  of all meetings,  and all corporate  actions of the  shareholders and
Board of Directors of IVG.

         4.2 The aggregate  number of shares which IVG is authorized to issue is
100,000,000 shares of common stock with a par value of $.001 per share, of which
4,000,000 shares of such common stock will be issued and outstanding, fully paid
and  non-assessable,  prior to Effective Date under this agreement  (after a one
for 24 reverse split). IVG has no outstanding options,  warrants or other rights
to purchase, or subscribe to, or securities convertible into or exchangeable for
any shares of capital stock. No preferred stock of IVG is outstanding.

         4.3 IVG has complete and unrestricted power to enter into and, upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated  by this  Agreement.  The execution of this Agreement has been duly
authorized and approved by the IVG's Board of Directors.

         4.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by IVG will  conflict  with or result  in a breach  or  violation  of the
Articles of Incorporation or Bylaws of IVG.

         4.5 IVG will bring all of its SEC filings  current within 10 days after
the date of closing,  and has provided  audited  financials  for the prior three
fiscal years.
<PAGE>

         4.6 IVG has delivered to GWI financial statements of IVG dated December
31,  1998.  All  such   statements,   herein  sometimes  called  "IVG  Financial
Statements" are (and will be) complete and correct in all material respects and,
together  with the  notes to these  financial  statements,  present  fairly  the
financial  position and results of operations  of GWI of the periods  indicated.
All  statements  of IVG will have been  prepared in  accordance  with  generally
accepted accounting principles.

         4.7 Since the dates of the IVG  Financial  Statements,  there  have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,  of IVG. IVG does not have any material  liabilities or  obligations,
secured or unsecured  except as shown on updated  financials  (whether  accrued,
absolute, contingent or otherwise).

         4.8 IVG has  delivered to GWI a list of all pending  legal  proceedings
involving  IVG  (none),  none of which will  affect  them,  and except for these
proceedings,  there are no pending legal  proceedings or regulatory  proceedings
involving material claims pending,  or, to the knowledge of the officers of IVG,
threatened against IVG or affecting any of its assets or properties,  and IVG is
not in any  material  breach or  violation  of or default  under any contract or
instrument  to which IVG is a party,  and no event has  occurred  which with the
lapse of time or action by a third  party could  result in a material  breach or
violation of or default by IVG under any contract or other  instrument  to which
IVG is a party or by which  they or any of their  respective  properties  may be
bound or  affected,  or under  their  respective  Articles of  Incorporation  or
Bylaws, nor is there any court or regulatory order pending, applicable to IVG.

         4.9 IVG shall not enter into or consummate  any  transactions  prior to
the Effective Date other than in the ordinary course of business and will pay no
dividend,  or increase the  compensation of officers and will not enter into any
agreement or transaction  which would adversely affect its financial  condition,
or issue any new shares.

         4.10  IVG is not a party to any contract performable in the future.

         4.11  The  representations  and  warranties  of IVG  shall  be true and
correct as of the date hereof and as of the Effective Date.

         4.12 IVG has delivered, or will deliver within two weeks of the date of
this Agreement,  to GWI, all of its corporate books and records for review, true
and correct  copies of IVG tax returns,  if any. IVG will also deliver to GWI on
or before the Effective Date any reports  relating to the financial and business
condition  of IVG which  occur  after the date of this  Agreement  and any other
reports sent generally to its shareholders after the date of this Agreement.

         4.13  IVG has no employee benefit plan in effect at this time.
<PAGE>

         4.14 No  representation  or warranty by IVG in this Agreement,  the IVG
Disclosure  Statement or any certificate  delivered pursuant hereto contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make such representation or warranty not misleading.

         4.15 IVG agrees  that all rights to  indemnification  now  existing  in
favor  of  the  employees,   agents,  directors  or  officers  of  GWI  and  its
subsidiaries,  as  provided  in the  Articles  of  Incorporation  or  Bylaws  or
otherwise  in  effect  on  the  date  hereof  shall  survive  the   transactions
contemplated  hereby in accordance with their terms,  and IVG expressly  assumes
such indemnification obligations of GWI.

         4.16     A. LIENS.  Except as  disclosed on Schedule 4.7, no  one other
than IVG any right, title, interest, lien, claim, security interest, restriction
or encumbrance in, on or to IVG;s assets.

                  B. MATERIAL CONTRACTS.  Other than as  disclosed  on  Schedule
4.7,  IVG does not have any material  obligation,  contract,  agreement,  lease,
sublease,  commitment or understanding of any kind, nature or description,  oral
or written, fixed or contingent due or to become due, existing or inchoate.

                  C. NO UNDISCLOSED LIABILITIES.  IVG does not have any material
liabilities  or   obligations,   including,   without   limitation,   contingent
liabilities for the performance of any  obligatioin,  except for (i) liabilities
or  obligations  which are  disclosed or fully  provided for in IVG's  Financial
Statements,  (ii)  liabilities or obligations  disclosed in this Agreement or in
any Exhibit or Schedule to this Agreement,  and (iii)  liabilities not in excess
of $2,000 in the aggregate.

                                    ARTICLE V

              OBLIGATIONS OF THE PARTIES PENDING THE EFFECTIVE DATE

         5.1 a. This Agreement  shall be duly submitted to the  shareholders  of
GWI for the purpose of considering  and acting upon this Agreement in the manner
required by law at a meeting of  shareholders  on a date  selected by GWI,  such
date to be the earliest practicable date. The Board of Directors of GWI, subject
to the Board's fiduciary obligations to shareholders, shall use its best efforts
to obtain the requisite  approval of GWI  shareholders of this Agreement and the
transactions  contemplated  herein.  GWI shall take all reasonable and necessary
steps and actions to comply with and to secure GWI shareholder  approval of this
Agreement and regulations of such states.

         5.1  b. A  majority  of  IVG  shareholders  shall  have  approved  this
Agreement,  in writing and notice  pursuant to Florida  Statutes shall have been
provided to non-consenting shareholders.
<PAGE>

         5.2 At all times prior to the Effective  Date during  regular  business
hours, each party will permit the other to examine its books and records and the
books and  records  of its  subsidiaries  and will  furnish  copies  thereof  on
request.  It is recognized that, during the performance of this Agreement,  each
party may provide the other parties with  information  which is  confidential or
proprietary  information.  During the term of this Agreement, and for four years
following the termination of this Agreement,  the recipient of such  information
shall protect such information from disclosure to persons, other than members of
its own or affiliated  organizations and its professional  advisers, in the same
manner as it protects  its own  confidential  or  proprietary  information  from
unauthorized  disclosure,  and  not  use  such  information  to the  competitive
detriment of the disclosing party. In addition,  if this Agreement is terminated
for any reason,  each party shall  promptly  return or cause to be returned  all
documents  or  other  written  records  of  such   confidential  or  proprietary
information,  together with all copies of such writings and, in addition,  shall
either  furnish or cause to be furnished,  or shall  destroy,  or shall maintain
with such standard of care as is exercised with respect to its own  confidential
or proprietary information, all copies of all documents or other written records
developed  or  prepared  by such  party  on the  basis of such  confidential  or
proprietary  information.  No information  shall be considered  confidential  or
proprietary if it is (a)  information  already in the possession of the party to
whom  disclosure  is made,  (b)  information  acquired  by the party to whom the
disclosure is made from other sources,  or (c)  information in the public domain
or  generally  available to  interested  persons or which at a later date passes
into the public domain or becomes  available to the party to whom  disclosure is
made without any wrongdoing by the party to whom the disclosure is made.

         5.3 IVG and GWI shall promptly  provide each other with  information as
to any significant  developments in the performance of this Agreement, and shall
promptly  notify  the  other if it  discovers  that any of its  representations,
warranties  and  covenants  contained  in  this  Agreement  or in  any  document
delivered  in  connection  with this  Agreement  was not true and correct in all
material respects or became untrue or incorrect in any material respect.

         5.4 All parties to this Agreement  shall take all such action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.

                                   ARTICLE VI

                               PROCEDURE EXCHANGE

         6.1 At the Effective  Date, the exchange shall be effected as set forth
in  Florida  Revised  Statutes  with  common  stock  certificates  of IVG  being
exchanged  for GWI  common  stock  certificates  as and  when  submitted  to the
transfer agent under Article 2.3 hereof, and GWI shall become subsidiary of IVG.

                                   ARTICLE VII

                           CONDITIONS PRECEDENT TO THE
                          CONSUMMATION OF THE EXCHANGE

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Effective Date:

         7.1 GWI and IVG  shall  have  performed  and  complied  with all of its
respective  obligations  hereunder which are to be complied with or performed on
or before  the  Effective  Date and IVG and GWI shall  provide  the other at the
Closing with a certificate  to the effect that such party has performed  each of
the acts and  undertakings  required  to be  performed  by it on or  before  the
Effective Date pursuant to the terms of this Agreement.

         7.2 This Agreement,  the  transactions  contemplated  herein shall have
been duly and validly  authorized,  approved  and  adopted,  at a meeting of the
shareholders of GWI duly and properly called for such purpose in accordance with
the applicable laws.
<PAGE>

         7.3 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

         7.4 All actions,  proceedings,  instruments  and documents  required to
carry out this Agreement and the transactions  contemplated  hereby and the form
and  substance  of all legal  proceedings  and related  matters  shall have been
approved by counsel for GWI and IVG.

         7.5  The  representations  and  warranties  made by GWI and IVG in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Effective  Date,  except to the extent that such
representations  and  warranties  may be untrue on and as of the Effective  Date
because of (1) changes caused by  transactions  suggested or approved in writing
by GWI or (2)  events or  changes  (which  shall  not,  in the  aggregate,  have
materially and adversely affected the business,  assets, or financial  condition
of IVG or GWI during or arising after the date of this Agreement.)

         7.6  GWI shall have furnished IVG with:

         (1)      a certified copy of a resolution or  resolutions  duly adopted
                  by the Board of Directors of GWI approving  this Agreement and
                  the   transactions   contemplated  by  it  and  directing  the
                  submission thereof to a vote of the shareholders of GWI;

         (2)      a certified copy of a resolution or  resolutions  duly adopted
                  by a majority  of all of  the  classes of  outstanding  shares
                  of   GWI  capital  stock  approving  this  Agreement  and  the
                  transactions contemplated by it;

         (3)      an agreement  from each  "affiliate"  of GWI as defined in the
                  rules adopted under the Securities Act of 1933, as amended, to
                  the effect that (a) the  affiliate is familiar  with SEC Rules
                  144 and 145;  (b) none of the shares of IVG common  stock will
                  be transferred by or through the affiliate in violation of the
                  Federal Securities Laws; (c) the affiliate will not sell or in
                  any way  reduce  his risk  relative  to any IVG  common  stock
                  received  pursuant  to  this  Agreement  until  such  time  as
                  financial  results  covering at least 30 days of  post-closing
                  date combined  operations  shall have been published by IVG on
                  SEC Form 10-Q or otherwise; and (d) the affiliate acknowledges
                  that  IVG  is  under  no  obligation  to  register  the  sale,
                  transfer,  or the  disposition  of  IVG  common  stock  by the
                  affiliate or to take any action  necessary in order to make an
                  exemption from  registration  available to the affiliate,  but
                  understands  that  IVG will  satisfy  the  public  information
                  requirements of Rules 144 and 145 during the three-year period
                  following the Effective Date.

         (4)      Each participating shareholder of  GWI  shall sign a  Consent/
                  Subscription Agreement as contained on Exhibit "A".
<PAGE>

         7.7 IVG shall  furnish GWI with a  certified  copy of a  resolution  or
resolutions  duly adopted by the Board of Directors of IVG and a majority of the
shareholders of IVG, approving this Agreement and the transactions  contemplated
by it.

                                  ARTICLE VIII

                           TERMINATION AND ABANDONMENT

         8.1   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding,  the  Agreement  may be  terminated  and  abandoned at any time
(whether before or after the approval and adoption  thereof by the  shareholders
of GWI) prior to the Effective Date:

         (a)      By mutual consent of GWI and IVG;

         (b)      By GWI or  IVG, if any  condition set  forth  in  Article  VII
                  relating to the other party  has not been met or has  not been
                  waived;

         (c)      By GWI or IVG, if any suit,  action or other  proceeding shall
                  be pending or threatened by the federal or a state  government
                  before any court or governmental agency, in which it is sought
                  to restrain,  prohibit or otherwise affect the consummation of
                  the transactions contemplated hereby;

         (d)      By any party, if there is discovered any material error,
                  misstatement or omission in the representations and warranties
                  of another party;

         (e)      By any party if the Agreement Effective Date is not within 30
                  days from the date hereof.

         8.2 Any of the terms or conditions  of this  Agreement may be waived at
any time by the party which is entitled to the benefit thereof,  by action taken
by its Board of  Directors  provided;  however,  that such action shall be taken
only if, in the  judgment  of the Board of  Directors  taking the  action,  such
waiver will not have a materially  adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.
<PAGE>

                                   ARTICLE IX

                        TERMINATION OF REPRESENTATION AND
                        WARRANTIES AND CERTAIN AGREEMENTS

         9.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and  extinguished  by  consummation  of the
Agreement;  provided,  however, that the covenants and agreements of the parties
hereto shall survive in accordance with their terms.

                                    ARTICLE X

                                  MISCELLANEOUS

         10.1 This Agreement  embodies the entire agreement between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein or those provided for herein.

         10.2 To  facilitate  the  execution  of this  Agreement,  any number of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.  Counterparts  shall include the execution of the
Exchange Agreement and Representations by all shareholders.

         10.3  Within 20 days  after  Closing  hereunder,  IVG shall  complete a
merger of the then  subsidiary,  GWI,  with IVG  pursuant  to  Florida  Statutes
607,1101-1107, such merger providing that the share ratio for the exchange shall
be 4.5 IVG shares for each share of GWI held by private shareholders.

         10.4 All parties to this Agreement  agree that if it becomes  necessary
or desirable to execute further  instruments or to make such other assurances as
are deemed necessary,  the party requested to do so will use its best efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

         10.5  This  Agreement  may be  amended  upon  approval  of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of the requisite shareholders of GWI.

         10.6  Any  notices,  requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, fees prepaid, addressed as follows:

To Internet Venture Group, Inc.:
c/o Michael A. Littman, Esq.
10200 W. 44th Ave., #400
Wheat Ridge, Co  80033
(303) 422-8127

To GeeWhiz.com, Inc.:
9307 W. Sam Houston Parkway, Suite #100
Houston, TX  77099
(713) 596-9308

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.
<PAGE>

         10.7 No press release or public  statement  will be issued  relating to
the  transactions  contemplated by this Agreement  without prior approval of the
Parties.  However,  either IVG or GWI may issue at any time any press release or
other public  statement it believes on the advice of its counsel it is obligated
to issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.

         10.8 IVG agrees that upon Effective Date its directors will appoint the
directors designated by GWI as specified by GWI.

         IN WITNESS  WHEREOF,  the  parties  have set their hands and seals this
_____ day of January, 2000.

Consented and Agreed                        Internet Venture Group, Inc.

/s/Thomas McCrimmon                          /s/Elorian Landers
______________________                      By:__________________
Thomas McCrimmon                                     President

                                                       /s/Eden Kim
                                            Attest:________________
                                                     Secretary


Consented and Agreed                        GeeWhiz.com, Inc.

/s/Bert Cutler                               /s/Elorian Landers
_____________________                       By:___________________
Bert Cutler                                          President

                                                       /s/Eden Kim
                                            Attest:_________________
                                                     Secretary