AGREEMENT AND PLAN OF EXCHANGE

     This Agreement and Plan of Exchange ("Agreement") is executed on the __ day
of June, 2000, to be effective as of the Effective Date, by and between Internet
Venture  Group,  Inc.  ("iVG") of 9307 West Sam Houston  Parkway,  Houston,  TX,
77099,  and Swan Magnetics,  Inc.,  (hereinafter  "Swan"),  of 2982 Scott Blvd.,
Santa Clara,  CA, 95054,  pursuant to the provisions of section 1200 et. seq. of
the California Corporations Code (the "Code").


                                    RECITALS

         WHEREAS,  iVG is an internet holding and development  company organized
to acquire,  develop and capitalize  e-commerce  suitable  companies into an iVG
e-commerce network of businesses; and

         WHEREAS,  Swan has developed  certain  products and  technology  for an
ultra high capacity  ("UHC")  flexible  disk drive and possesses  cash and other
assets of value and interest to iVG; and

         WHEREAS,  Swan has recently  entered into a settlement  agreement  with
Mitsumi  Electric  Co.,  Ltd.  to dismiss a lawsuit  filed in the United  States
District  Court in San Jose,  California  whereby  Swan  received  certain  cash
payments and important rights to the UHC disk drive products and technology; and

         WHEREAS,  Swan is in discussions  with certain  parties to transfer the
UHC  technology  and  products as part of a spin off of Swan for future  royalty
revenue streams, and

         WHEREAS,  iVG and Swan  desire to  complete a tax free  reorganization
pursuant to Section 368 of the Internal Revenue Code, in which iVG shall acquire
control of Swan in a share exchange  pursuant to Section 1200 ET. SEQ. of the
Code;

         NOW  THEREFORE,  the parties  hereby enter into this  Agreement for the
acquisition of Swan by iVG through an exchange of stock as of the effective date
described below.

1.0      DEFINITIONS

          1.1  ACQUISITION  AGREEMENT.  Acquisition  Agreement  shall refer to a
               definitive  agreement  executed by the parties that  embodies the
               terms and conditions  set forth in this  Agreement  which through
               its terms  effects  the  transfer of shares  contemplated  in the
               stock exchange transaction.

          1.2  IVG. iVG shall refer to Internet  Venture Group,  Inc., a Florida
               corporation with its principal place of business at 9307 West Sam
               Houston Parkway, Houston, TX, 77099.

          1.3  SWAN.  Swan shall refer to Swan  Magnetics,  Inc.,  a  California
               corporation dba Swan Magnetics,  Swan Instruments,  Scotts Valley
               Instruments  and SVI with its principal place of business at 2982
               Scott Blvd., Santa Clara, CA, 95054.
<PAGE>

          1.4  CAPITAL STOCK.  Capital Stock shall refer to the total issued and
               outstanding  capital  stock of  either  iVG or Swan and  shall be
               calculated on a fully diluted basis that shall include all issued
               and outstanding options or warrants to purchase the capital stock
               of the parties.

          1.5  CONVERTIBLE  DEBT.  Convertible  debt  shall  refer  to any  debt
               instrument  or loan  obligation of either party which has a right
               to convert any portion of the debt principal or interest into the
               Capital Sock or into  warrants or options to purchase the Capital
               Stock of either of the parties.

          1.6  CASH.  Cash shall refer to any cash or cash  equivalent in monies
               of the United States of America.

          1.7  TRADING  PRICE.  Trading  price shall refer to the price at which
               publicly  traded  stock of iVG is  listed  on the  NASDAQ  OTC BB
               exchange,  or any other  automated  quotation  system or national
               exchange  on which such stock is listed as of the  Pricing  Date,
               and shall be determined as the average  closing bid price (if the
               stock is listed on the NASDAQ OTC BB) or the closing  sales price
               (in  any  other  instance)  of the  stock  for  the  twenty  (20)
               consecutive trading days prior to the Pricing Date.

          1.8  PRICING  DATE.  Pricing Date shall refer to the date at which the
               price of iVG stock  shall be set in  determining  the  twenty day
               average trading price of the stock of iVG.

          1.9  EFFECTIVE  DATE.  The date that Articles of Exchange are filed by
               the parties  with the  Secretary of State of the State of Florida
               and the California Corporations Commissioner.

2.0      PLAN OF EXCHANGE

         The  parties  agree  that their  respective  Boards of  Directors  have
approved a Plan of Exchange  including the following  material  terms,  and have
authorized   such  Plan  of  Exchange  to  be  submitted  to  their   respective
shareholders (if necessary to comply with the law of their respective  states of
incorporation):

          2.1  PARTIES.  The parties to the exchange  shall be iVG, Swan and the
               shareholders  of Swan (to the extent required by the terms of the
               Code).

          2.2  SHAREHOLDER APPROVAL.  Swan shall obtain the approval of the Swan
               shareholders  pursuant to the  provisions  of section 1201 of the
               Code.  The  notice  of  the  transaction  to be  supplied  to its
               shareholders  by Swan  shall  comply  in all  respects  with  the
               provisions of the Code.  iVG shall obtain the approval of the iVG
               shareholders,  as  required,  pursuant to the  provisions  of the
               Florida Business Corporations Act.

          2.3  SHARE EXCHANGE. The share exchange shall take place in two steps,
               as follows:

               a.   First,  the holders of all classes of Swan  preferred  stock
                    shall  convert their  respective  shares to shares of Swan's
                    Common  Stock  in  accordance   with  the   Certificates  of
                    Designation   and  other  terms  and  conditions   that  are
                    applicable to their classes of preferred stock.

<PAGE>

               b.   Second,  iVG shall issue to each Swan shareholder who agrees
                    to become a party to the  exchange  such  shareholder's  pro
                    rata portion of the Exchange Shares (as defined below).

          2.4  NO  AMENDMENT  OF  ARTICLES.  No  amendment  to the  Articles  of
               Incorporation of Swan or iVG shall be required as a result of the
               share exchange.

          2.5  RESPONSIBILITY   TO  DISSENTING   SHAREHOLDERS.   Swan  shall  be
               responsible  for tendering the fair market value of any shares of
               Swan Capital Stock owned by any Swan  shareholders who dissent to
               the share  exchange  transaction  pursuant to the  provisions  of
               Section 1300 of the Code.

3.0      DETERMINATION OF EXCHANGE SHARES

     The  number of  shares  of iVG  Common  Stock to be  delivered  to the Swan
shareholders  in exchange for their  shares of Swan Common Stock (the  "Exchange
Shares") shall be determined by reference to the amount of cash owned by Swan as
of the Pricing Date

          3.1  SWAN CASH OF $6 MILLION.  If, on the Pricing  Date,  Swan has Six
               Million Dollars  ($6,000,000.00)  in cash and cash equivalents on
               its balance  sheet,  the total  number  Exchange  Shares shall be
               seventeen million, five hundred thousand (17,500,000) shares.

          3.2  SWAN CASH OF $2 MILLION.  If, on the Pricing  Date,  Swan has two
               Million Dollars  ($2,000,000.00)  in cash and cash equivalents on
               its balance sheet,  the total number of Exchange  Shares shall be
               twelve million, five hundred thousand (12,500,000) shares.

          3.3  PROPORTIONATE  ADJUSTMENT  FOR CASH AMOUNTS.  The total number of
               Exchange Shares shall be adjusted  proportionately for the amount
               of cash and cash  equivalents  on Swan's balance sheet between $2
               Million and $6 Million.  The total number of iVG shares exchanged
               for Swan  shares  shall  not be less  than  twelve  million  five
               hundred  thousand  (12,500,000)  nor more than seventeen  million
               five hundred thousand  (17,500,000)  unless adjusted  pursuant to
               section 3.4 below.

          3.4  PROPORTIONATE  ADJUSTMENT FOR IVG CAPITAL STOCK. The total number
               of IVG shares to be exchanged is based on iVG's capital structure
               as set forth in Exhibit A: iVG  Capital  Structure,  and shall be
               adjusted  proportionately  for  any  increased  dilution  in  iVG
               capital stock from the date of this Agreement  until execution of
               the Acquisition Agreement.

          3.5  CLASS OF IVG STOCK TO BE EXCHANGED.  Payment of iVG shares as set
               forth in this section  shall consist of shares of common stock of
               iVG  that  bears  a  restriction  legend  under  rule  144 of the
               Securities  Act of 1933  preventing  the  sale of the  underlying
               securities  for a period of twelve  (12)  months from the date of
               issue.
<PAGE>

4.       CONFIDENTIALITY.

     iVG and Swan agree that,  throughout the term of this Agreement and for two
years thereafter,  they shall strictly maintain the  confidentiality  of (i) all
information  that is disclosed to them  relating to the  non-disclosing  party's
business, financial condition,  personnel,  products,  customers,  strategic and
business  plans;  (ii) the terms of this  Agreement;  and (iii)  either  party's
proprietary,   trade  secret   information,   including,   without   limitation,
information  relating  to  either  party's  technology,   patents,  intellectual
property, and product designs.

5.       CONDITIONS TO CLOSING.

     The parties agree that the following  conditions must be satisfied prior to
the closing of the share exchange transaction:

          5.1  The parties  shall have  executed  an  Acquisition  and  Exchange
               Agreement satisfactory in form and content to Swan and iVG.

          5.2  The  parties  shall have had the  opportunity  to perform all due
               diligence   activities  that  their   respective   officers  deem
               necessary and appropriate.

          5.3  All governmental and third party consents  necessary to authorize
               the  execution  and  delivery  of the  Acquisition  and  Exchange
               Agreement shall have been obtained.

          5.4  Both  parties  shall be in good  standing  in the states of their
               respective  incorporations,  and both  shall be  qualified  to do
               business in the jurisdictions in which their respective  business
               operations and assets require them to be so qualified.

          5.5  There shall be no default under the terms of this Agreement.

          5.6  There  shall  have  been no  material  detrimental  change in the
               financial condition or assets of either party as reflected in the
               balance  sheets of each  company  attached  hereto  and marked as
               Exhibit  B: iVG  Balance  Sheet  March  2000 and  Exhibit C: Swan
               Magnetics, Inc. Pro Forma Consolidated Balance Sheet June 2000.


6.       BINDING NATURE OF AGREEMENT

     This Agreement  shall remain  binding on the parties hereto  throughout its
term.  During  the  terms of this  Agreement,  Swan  shall  not  communicate  or
negotiate with any person for the sale of Swan or any of its material assets.

7.       TERM, GOVERNING LAW, INTERPRETATION, ARBITRATION, SEVERABILITY, MISC.

     The  term of this  Agreement  shall  be for six (6)  months  from  the date
written above unless otherwise  extended by the mutual written  agreement of the
parties.  The interpretation and enforcement of this Agreement shall be governed
<PAGE>


by the  internal  laws of the State of Texas.  The  headings  are  provided  for
convenience only and are not to be used in construing the meaning of any section
of  this  Agreement.  Section  1.0  in  its  entirety  is  provided  solely  for
informational  purposes only and does not create any legal duties or obligations
on the parties unless  otherwise stated in a separate section of this Agreement.
If a court of competent  jurisdiction  shall find any section of this  Agreement
unenforceable,  all other sections shall remain in effect.  The parties agree to
submit to  binding  arbitration  in the event a dispute  shall  arise  from this
Agreement. If the parties shall subsequently agree to litigation, the prevailing
party shall be awarded reasonable attorney's fees and costs.

8.             FINAL DOCUMENTATION

     The terms set forth  herein  shall be  subject  to the  execution  of final
documentation, including full and final execution of the Acquisition Agreement.

EXECUTED, on the date first above written by and between:

IVG BY:                                              SWAN MAGNETICS, INC. BY:

/s/Elorian Landers                                   /s/Eden Kim
------------------------------                       ---------------------------
ELORIAN LANDERS, PRESIDENT                           EDEN KIM, PRESIDENT


<PAGE>


EXHIBIT A:  IVG CAPITAL STRUCTURE

1.   Total number of shares of common stock authorized to be issued: 300,000,000

2.   Total number of shares of common stock issued and outstanding: 33,872,347

3.   Total number of shares of common stock  reserved for issuance upon exercise
     of existing  stock  options  (including  10,000,000  reserved for incentive
     stock option plan): 19,652,125


<PAGE>


EXHIBIT B:  IVG CONSOLIDATED BALANCE SHEET MARCH 2000

                          INTERNET VENTURE GROUP, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                   (unaudited)

                                       Three Months Ending     Year Ending
                                          March 31,  2000     December 31,1999


Current Assets:

     Checking/Savings                            $   (214.18)    $     6,006.00
     Accounts Receivable - Net                      3,732.86          14,145.00
     Inventory                                     73,905.78          79,588.00
                                                  ----------         -----------
     TOTAL Current Assets                          69,958.74          99,739.00

Fixed Assets

     Fixed Assets - Net                            55,546.80          59,546.00
                                                  ----------         -----------
     TOTAL Fixed Assets                            55,546.80          59,546.00

Other Assets

     Other Assets - Net                           295,973.00         301,972.00
                                                  ----------         -----------
     TOTAL Other Assets                           295,973.00         301,972.00

          TOTAL Assets                           $421,477.74         461,257.00
                                                  ==========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts Payable                            $215,292.16         206,057.00
     Other Payables                                60,415.13          35,370.00
     Notes Payable                                346,753.70         329,656.00
                                                  ----------         -----------
     TOTAL Current Liabilities                    622,460.99         571,083.00

Long-Term Liabilities

     Notes Payable                                         -                  -

     TOTAL Long-Term Liabilities                           -                  -
                                                  ----------         -----------

          TOTAL Liabilities                       622,460.99                  -

Equity

     Common Stock                                   3,030.00           3,030.00
     Additional Paid In Capital                 1,961,059.00       1,961,059.00
     RETAINED EARNINGS - PRIOR                 (2,073,915.00)     (2,073,915.00)
     Retained Earnings-Current Year               (81,157.25)                 -
                                                  -----------        -----------
     TOTAL Equity                                (190,983.25)       (109,826.00)
                                                  -----------        -----------
          TOTAL Liabilities and Equity           $421,477.74         $461,257.00
                                                  ===========        ===========

<PAGE>
<TABLE>
<CAPTION>

EXHIBIT C:  SWAN MAGNETICS, INC. PRO FORMA CONSOLIDATED BALANCE SHEET JUNE 2000

<S>                                                           <C>            <C>                      <C>
                                                                                                      Pro Forma

                                                              12/31/99        06/30/00                 07/30/00
                                                              --------        --------                 --------
ASSETS
Current Assets:

  Cash and cash equivalents                                       1,800        25,001,800               6,105,800
  Short-term investments                                              -                 -                       -
  Trade accounts receivable, net                                      -                 -                       -
  Intercompany receivables - SVI                                      -                 -                       -
  Inventories, net                                                    -                 -                       -
  Prepaid expenses and other current assets                           -                 -                       -
  Employee advances                                                   -                 -                       -
     Total current assets                                         1,800        25,001,800               6,105,800
Investments                                                           -                 -
Property and equipment, net                                           -                 -
Deposits                                                              -                 -
Goodwill                                                              -                 -
Other long-term assets                                                -                 -
     TOTAL ASSETS                                                 1,800        25,001,800               6,105,800

LIABILITIES
Current Liabilities:
  Accounts payable                                            1,995,148         2,394,178                      (0)
  Accrued expenses                                            1,527,580         1,833,096                       0
  Judgements                                                     90,773           108,928                      (0)
  Current portion of capital lease                                    -                 -                       -
  Notes Payable                                               7,128,485         8,554,182               4,054,182
  Accrued interest expenses                                   1,550,812         1,860,974                       0
  Legal Fund Payable                                                  -         5,400,000                       -
    Total current liabilities                                12,292,798        20,151,358               4,054,182
Long-term capital lease obligations                             400,000           480,000                       -
Bridge Loan                                                     705,000           846,000                       -
Other long-term obligations                                   6,000,000         6,000,000                       -
     TOTAL LIABILITIES                                       19,397,798        27,477,358               4,054,182

SHAREHOLDERS' EQUITY
  Preferred stock                                            17,851,386        17,851,386              17,851,386
  Common stock                                                2,279,919         2,279,919               2,279,919
  Additional paid-in capital                                    177,137           177,137                 177,137
  Shareholder notes receivable                                        -                 -                       -
  Retained earnings                                         (37,692,919)      (37,692,919)            (37,692,919)
  Current year earnings                                      (2,011,521)       14,908,919              19,436,095
     TOTAL SHAREHOLDERS' EQUITY                             (19,395,998)       (2,475,558)              2,051,618


     TOTAL LIABILITIES AND EQUITY                                 1,800        25,001,800               6,105,800


</TABLE>