CHARLES L. JOEKEL
                         TEXAS STAFFING SERVICES, INC.
                        3000 Richmond Avenue, Suite 120
                              Houston, Texas 77098
                              Phone (713) 529-0202
                               Fax (713) 524-4454


                                 April 25, 2000

                          PRIVILEGED AND CONFIDENTIAL

VIA FACSIMILE:  713-771-7536

Elorian Landers, President
Internet Venture Group, Inc.
9307 West Sam Houston Parkway
Building 100
Houston, Texas  77099

RE:     Internet Venture Group, Inc. ("iVG"); Proposed purchase of the stock of
        Texas Staffing Services, Inc., d/b/a Trendsetter Staffing Services
        ("TSS") from Charles L. Joekel ("Joekel")

Dear Elorian:

     This letter of intent is intended to outline and  summarize the terms being
proposed by iVG, a Florida  corporation (the "Purchaser"),  for the purchase and
acquisition of all of the issued and  outstanding  capital stock of TSS, a Texas
corporation (the "Company"), from Joekel (hereinafter referred to as "Seller").

     I am pleased to submit this Letter of Intent  ("LOI")  reflecting  some but
not all of the  essential  terms that will be  included  in a  definitive  stock
purchase  agreement  to be  prepared  by out  respective  counsel  as quickly as
possible  and in no event  later  than  July 18,  2000.  Hopefully  this  letter
accurately confirms the results of our meetings,  recent  conversations and most
of our  negotiations  with regard to the proposed  acquisition of the Company by
the  Purchaser  and is  based  on  the  information  furnished  to me and in all
respects  subject to the  approval of the boards of  directors of the Seller and
Purchaser,   respectively,   the  definitive   Stock  Purchase   Agreement  (the
"Agreement")  and to the other  terms and  conditions  precedent  to the closing
("Closing") either herein expressed or as set forth in the Agreement.

     As stated above, we intend to execute a definitive Agreement to be prepared
by our  respective  legal  counsel  and  approved  by  all  parties  which  will
essentially encompass the purchase of all of the issued and outstanding stock of
the Company subject to the following terms and conditions:

        1.      As  promptly as  possible after  the delivery  of this  LOI  the
                parties shall use diligent good faith efforts to work toward the
                preparation and execution of  a definitive  contract of sale,  a
                stock  purchase agreement,  the Agreement,  covering the  terms,
                types of representations,  warranties,  covenants,  indemnities,
                conditions, and

<PAGE>

Elorian Landers, President
Internet Venture Group, Inc.
April 25, 2000
Page 2


                provisions,   together   with  appropriate  exhibits  disclosing
                material  information  all of  which used  be,  as  to  form and
                substance, mutually acceptable to  the parties  as  discussed in
                this LOI,  such  Agreement  to be  executed by and  between  the
                parties on or before July 18, 2000.

        2.      The execution of any such agreement would be subject to the com-
                pletion of Seller  and Purchaser's  investigation and  due dili-
                gence of iVG and the Company, respectively, in all respects sat-
                isfactory to each party,  the approval of the board of directors
                of the Company and Purchaser and,  to the extent necessary,  all
                appropriate regulatory authorities.

     Based  on the  information  you  have  furnished  to me and on  information
currently known to the Purchaser,  Purchaser proposes that the Agreement include
at least the terms set forth as follows:

I. Transactions and Actions to an Agreement:

        1.      The Transaction. The Seller will sell all of the issued and out-
                standing  capital stock  (including all  issued and  outstanding
                options, warrants,  or rights to purchase the  capital  stock of
                the Company calculated  on  a fully diluted basis) (the "Stock")
                of the Company  to  the Purchaser  at the  price  (the "Purchase
                Price") set forth in Paragraph 2,  free and clear  of all liens,
                claims or  encumbrances whatsoever.  Closing of this transaction
                would occur as set forth below.  Seller owns or controls through
                contract the Stock, being 1,000 shares of commons capital stock.

        2.      Purchase Price.  The  consideration to be  paid  by Purchaser to
                Seller for the acquisition of the  Stock of the  Company will be
                THIRTEEN MILLION DOLLARS (U.S.  $13,000,000.00) subject  to such
                items and amounts to be held in  the  Escrow Account pursuant to
                the Escrow  Agreement contemplated  in Section 8 of this Letter,
                as set forth  in  and included in the Agreement,  or separately,
                established  at  Closing,  the Purchase  Price therefore  is  as
                follows:

                2.1     Cash   at   Closing.  TWO    MILLION    DOLLARS    (U.S.
                        $2,000,000.00), such FIVE HUNDRED THOUSAND DOLLARS (U.S.
                        $4,500,000,00),  such Note  payable on or before  a date
                        180 days from Closing together with a Security Agreement
                        (the "Security Agreement")  securing payment of the Note
                        by the shares of stock transferred to Purchaser at Clos-
                        ing such shares to be held for the  duration of the Note
                        in  the Escrow  Account  pursuant  to  the terms of  the
                        Escrow Agreement  established  at Closing.  The  Note in
                        the amount of


<PAGE>


Elorian Landers, President
Internet Venture Group, Inc.
April 25, 2000
Page 3


                        FOUR   MILLION    FIVE    HUNDRED    THOUSAND    DOLLARS
                        ($4,500,000.00) payable  on or  before 180 days from the
                        date of Closing  together  with the  Security  Agreement
                        securing payment  of such  amounts  by the  stock of the
                        Company delivered by Seller to Purchaser  by delivery to
                        the escrow agent in accordance with the Escrow Paragraph
                        8 hereof.  The Note shall bear  no interest  unless such
                        Note remains unpaid on and after the Payment Date as set
                        forth in the Note  pursuant to the Agreement. The Secur-
                        ity Agreement  shall guarantee payment  of the  Note and
                        shall be  in  a  form  consistent  and  satisfactory  to
                        counsel for the Seller.

                2.3     In addition to the cash to be paid by Purchaser to Sell-
                        er contained in Paragraphs 2.1  and 2.2, Purchaser shall
                        deliver to Seller at Closing common capital stock of iVG
                        valued at SIX  MILLION  FIVE  HUNDRED  THOUSAND  DOLLARS
                        (U.S. $6,500,000.00).  The Stock of iVG shall be valued
                        based on the average  trading price of  the Stock of iVG
                        for the 20-day period immediately preceding the Closing.
                        As an example only,  the exchange rate calculation is as
                        follows:  if the average Closing bid price for iVG Stock
                        is FIVE DOLLARS (U.S. $5.00),  then iVG shall case to be
                        transferred to Seller at Closing  ONE MILLION THREE HUN-
                        DRED THOUSAND (1,300,000) shares of the capital stock of
                        iVG that bear a restriction legend under Rule 144 of the
                        Securities Act of 1933 preventing the sale of the under-
                        lying securities for a  period of one  (1) year from the
                        date of transfer.  Pursuant to the terms of such Escrow,
                        the stock of iVG will be  held in the Escrow Account and
                        shall be  returned to the  Purchaser in the  event  Pur-
                        chaser fails to pay the Note in full when due in accord-
                        ance with the terms of the Note.

                2.4     Consulting Agreement, Employment Agreement.  Non-Competi
                        -tion  Agreement.  As additional  consideration for  the
                        shares  Seller shall  deliver to Purchaser a consulting,
                        employment,  and non-competition  agreement in  form and
                        substance pursuant  to the provisions  of the  Agreement
                        which shall bind  Seller to be e mployed by  and consult
                        with  the Company for a  period of three (3)  years from
                        the Closing for a salary to  be negotiated and agreed to
                        in the Agreement, which employment and consulting agree-
                        ment shall contain a non-competition covenant and agree-
                        ment whereby Seller will covenant and agree that contemp
                        -oraneous with the execution and delivery of the employ-
                        ment and consulting  agreement from Seller  to Purchaser
                        at Closing, that Seller will not compete with iVG or the
                        Company or otherwise compete with iVG in the profession-
                        al staffing and skilled temporary industry  for a period
                        of three (3) years and confined geographically to Harris
                        County, Texas. Such covenant shall exclude from its term
                        the employment or  other participation of  Seller in the
                        non-professional   and   labor    staffing    employment
                        industries.


<PAGE>


Elorian Landers, President
Internet Venture Group, Inc.
April 25, 2000
Page 4


                2.5     Key Employees' Employment Agreements. Seller has advised
                        Purchaser that certain key  employees  and the principal
                        executive officer of TSS have employment agreements with
                        the Company and that such employment agreements pursuant
                        to their terms, survive the purchase and Closing  of the
                        purchase of the Company by Purchaser.  As additional con
                        -sideration,  Seller will  use his  best and good  faith
                        efforts  to assist  the  Purchaser  in  negotiating  new
                        employment, consulting,  and non-competition  agreements
                        to be entered into  contemporaneous with the  Closing of
                        the Agreement  on such  reasonable terms  and conditions
                        set forth in the Agreement.

        3.      Nature of Shares of iVG Delivered  to Purchaser at Closing.  In
                addition  to the representations and warranties  as set forth in
                Paragraph 5 of this LOI,  iVG will  make certain representations
                concerning  the corporate  status of  iVG and its Capital Stock.
                Such representations and warranties to be contained in the Agree
                -ment and provide at least the following:

                3.1.1   Good Standing. iVG represents and warrants that iVG is a
                        corporation in good standing under the laws of the State
                        of Florida.


                3.1.2   Capital structure.  iVG represents and warrants the Art-
                        icles of Incorporation of iVG  authorize the issuance of
                        up to THREE HUNDRED MILLION  SHARES (300,000,000) shares
                        of common stock.

                3.1.3   Issued  and   outstanding  shares.  iVG  represents  and
                        warrants that  at Closing  there shall  be  no more than
                        FORTY-NINE MILLION FIVE HUNDRED EIGHTY-TWO THOUSAND FOUR
                        HUNDRED NINETY-NINE (49,582,499)  shares of common stock
                        issued and outstanding or reserved to be issud as of the
                        date of closing.


                3.1.4   Stock Options.  iVG  represents  and  warrants  that the
                        board of  directors  of  iVG  has  authorized  the  2000
                        Incentive Stock Option Plan (2000 Plan) under which NINE
                        MILLION (9,000,000)  shares of common stock are reserved
                        for the issuance on the  exercise of the Company's stock
                        options under such 2000 Plan.

                3.1.5   Shares to trade on public security exchange.  iVG repre-
                        sents and warrants that it has filed a form 15(2)(c)(11)
                        with  the Securities  and Exchange  Commission (SEC) and
                        that iVG  will take  all steps  reasonably  necessary to
                        result in  the public trading of shares of iVG on a pub-
                        lic securities exchange prior to Closing.


<PAGE>


Elorian Landers, President
Internet Venture Group, Inc.
April 25, 2000
Page 5


        4.      The Closing of this transaction shall take place within ten (10)
                business days of the completion and receipt of the following and
                in no event later than September 1, 2000:

                (a)     Completion  of due  diligence  review, investigation and
                        examination of iVG  by  Seller and  its representatives,
                        such due diligence  review in  all respects satisfactory
                        to Seller;

                (b)     Completion  of due  diligence review,  investigation and
                        examination of  the Company  by  Purchaser  and its rep-
                        resentatives,  such due diligence review in all respects
                        satisfactory to Purchaser;

                (c)     A favorable report by Purchaser's counsel concerning the
                        corporate  status   and  proceedings   of  the  Company,
                        including, but not limited to,  title to the stock, lia-
                        bilities,  pending and threatened  litigation,  the form
                        and content of the Agreement,  and such other aspects of
                        the Company's business, as Purchaser may deem relevant;


                (d)     A favorable report  by Seller's  counsel concerning  the
                        corporate  status   and  proceedings   of  the  Company,
                        including, but not limited to,  title to the stock, lia-
                        bilities,  pending and threatened  litigation,  the form
                        and content of the Agreement,  and such other aspects of
                        the Company's business, as Seller may deem relevant;

                (e)     A  favorable review  of Purchaser  of the Company's most
                        recent audited  and unaudited financial  statements, and
                        accounting records,  and the  absence of any absolute or
                        contingent liabilities of the Company, except as reflect
                        -ed therein;


                (f)     A favorable review of Seller of the  Company's most  re-
                        cent audited  and unaudited  financial  statements,  and
                        accounting records,  and the  absence of any absolute or
                        contingent liabilities of the Company, except as reflect
                        -ed therein;

                (g)     Receipt of  opinion of  Seller's counsel  as  to various
                        aspects of the transaction and the status of  Seller and
                        the Company as required by the Agreement;

<PAGE>


Elorian Landers, President
Internet Venture Group, Inc.
April 25, 2000
Page 6



                (h)     Receipt of opinion of Purchaser's counsel as  to various
                        aspects of the transaction and the status of  Seller and
                        the Company as required by the Agreement;

                (i)     Approval of  the Documents  by the Board of Directors of
                        Seller  and  Purchaser,  respectively,  as evidenced  by
                        resolutions  and supporting  documentation and  opinions
                        that the parties may reasonably require;

                (j)     Approval by any and all banks,  lenders,  or other cred-
                        itors of Seller or  the Company,  as the case may be, of
                        the  transactions  contained in the  Agreement requiring
                        approval pursuant to its loan documents;

                (k)     Completion to  the satisfaction  of Seller and Purchaser
                        of any and  all  other conditions  precedent to  Closing
                        contained in the Agreement.

        5.      Representations  and  Warranties.  The  Agreement  will  contain
                representations and warranties of the Seller, including represen
                -tations and  warranties  customary to transactions of this type
                including, but not limited to organization, business and capital
                structure of the  Company,  financial statements  of the Company
                prepared in accordance with GAAP, litigation or claims, known or
                unknown, involving  the  Company, employment matters, the status
                of  all taxes  and  tax  returns,  the  status  of  all  leases,
                contracts and  obligations  of  the  Company including  customer
                lists and producer  contracts,  the status, existence and proper
                description of the  Company's assets,  liabilities, inventories,
                accounts  receivable,   accounts   payable,   accounts  current,
                payables and net worth, compliance by the Company with all legal
                requirements,  the status and funding  of the Company's employee
                benefit plans,  convenants  relating  to  the  operation  of the
                Company from the  execution  of the Agreement  until Closing and
                the absence of any material  misstatements or omissions with re-
                spect to information and documents  obtained with respect to the
                Company.

        6.      Consents.  The Purchaser and the Seller will cooperate with each
                other and proceed,  as promptly as  is reasonably practical,  to
                prepare and file the notifications  or applications for approval
                required by any applicable laws or regulations and to obtain all
                third party consents, if any, for the purchase.

        7.      Other Terms.  Seller an Purchaser will make  representations and
                warranties to each party,  and will  provide covenants and other
                protections for the benefit of  the parties as  set forth in the
                Agreement.  The consummation  of the purchase  by the Seller and
                Purchaser will be subject  to the satisfaction of various condi-
                tions, including without limitation:  no material adverse change
                in the value of the Company's assets or the Company's ability to
                operate in the ordinary course of business in the State of Texas
                and the continuation  of iVG and the Company's business, and all
                other licenses and permits, as the case may be.


<PAGE>


Elorian Landers, President
Internet Venture Group, Inc.
April 25, 2000
Page 7


        8.      Escrow Agreement. There shall be established at Closing a escrow
                and account  (the "Escrow Account")  established  and maintained
                pursuant to the terms of the  Agreement and  as agreed to by the
                parties for a period  of time  following Closing  to  secure the
                Note pursuant to the  terms of the  Escrow Agreement in form and
                substance satisfactory to Purchaser and Seller.

II.  Binding and Enforceable Agreement ("Binding Provisions"):

        Seller and Purchaser agree that  the following paragraphs of this Letter
are intended to establish legal,  binding and enforceable agreements between the
Purchaser, the Company and the Seller:

        1.      Access to Records.  From and  after the date of the execution of
                this Letter of Intent by Seller and Purchaser,  the parties will
                permit each other,  their  counsel,  accountants and  other rep-
                resentatives,  at the party's expense,  full access,  upon prior
                notice to party and during normal business hours,  to all of the
                assets, properties, facilities, employees,  agents, accountants,
                books and records of the Company and Purchaser; and data concern
                -ing the business,  operations or  affairs of  the Company  and
                Purchaser as the party or party's representatives may reasonably
                request; provided,  however,  that  all such information and the
                data shall be kept confidential by that party in accordance with
                Paragraph  II(4)  of this LOI.  All  obligations of  Seller  and
                Purchaser, as contained in this Letter and the Agreement,  shall
                be conditioned on Seller and  Purchaser's completion  and satis-
                faction of due diligence review of such business and records.

        2.      Exclusive Dealing;  Standstill.  For a period  commencing at the
                execution of this LOI until July 18, 2000,  the Seller shall not
                directly or  indirectly  solicit any offer or  proposal from any
                person other than the Purchaser  regarding the sale or  possible
                sale of the  Company or deal,  negotiate, or release any Company
                information to any such offeror.  In the event  that the Company
                or any Seller  receives any proposals from any person other than
                the Purchaser  with respect  to such  a sale  or  possible sale,
                Company or  the  Seller  shall  notify  the  Purchaser  of  such
                proposal immediately, will reject  such proposal and will not in
                any way act on such proposal.

        3.      Conduct of  Business.  During the  period from  the execution of
                this LOI  until Closing,  the Company  shall  maintain  its good
                standing and refrain from conducting any  business other than as
                currently  being  conducted,  and  Seller  will  not dispose  of
                assets, or increase its liabilities in any way.

        4.      Confidentiality and Restricted Use of Information. Except as and
                to the  extent required by  law, neither the Seller nor the Pur-
                chaser will disclose or use  and will direct its representatives
                not to disclose or use to the detriment of the Company, any


<PAGE>


Elorian Landers, President
Internet Venture Group, Inc.
April 25, 2000
Page 8


                Confidential Information (as defined below)  with respect to iVG
                or the Company furnished,  or to be furnished,  by either iVG or
                the Company, or their representatives to the Purchaser or Seller
                or its representatives, other than in connection with its evalua
                -tion of the transaction  proposed in this Letter.  For purposes
                of this paragraph, "Confidential Information" means any informa-
                tion about iVG or the Company stamped "confidential"  or identi-
                fied in writing as  such  to  the Purchaser  by the  Company  or
                Seller, as the case may be, at the time of its disclosure unless
                (a) such  information  is  already  known to  that party  or its
                representatives, (b) the use of such information is necessary or
                appropriate in making  any  filing or  obtaining any  consent or
                approval required for the consummation  of the purchase,  or (c)
                the furnishing  or  use of  such information  is required  by or
                necessary or appropriate in connection with legal proceedings.


        5.      Costs.  Purchaser, Seller, and the Company will each be respons-
                ible for  and bear all of  its own costs and expenses including,
                but not limited to, legal and  accounting expenses and including
                any  investment banking firm(s),  broker's or  finder's fees and
                the  expenses of  its representatives  incurred at  any  time in
                connection with pursuing  or  consummating  the purchase.  It is
                agreed that there will be  no fees, expenses or any other amount
                due any parties to this LOI or the Agreement should the purchase
                not be consummated and closed.

        6.      Entire Agreement.  The  Binding  Provisions in  Part  II of this
                Letter constitute the entire agreement  between the parties, and
                supersede all prior oral or written  agreements, understandings,
                representations and warranties, and courses of conduct and deal-
                ing between the parties on the subject matter hereof.  Except as
                otherwise provided herein, the Binding Provisions may be amended
                or modified only by a writing executed by all the parties.

        7.      Governing Law.  The  Binding Provisions  will be governed by and
                construed under the laws of the State of Texas without regard to
                conflict of laws principles.

        8.      Jurisdiction; Service of Process.  Any action or proceeding seek
                -ing to enforce any provision of,  or based on any right arising
                out of, this Letter may be brought against any of the parties in
                the courts of the State of Texas,  County of Harris,  or,  if it
                has or can acquire jurisdiction in the United States District of
                Southern Texas, and each  of the parties  consents to the juris-
                diction of such action or proceeding and waives any objection to
                venue laid therein.  Process in any action or proceeding referr-
                ed to in the preceding sentence  may be served on any party any-
                where in the world.

        9.      Termination.  Except as provided in this Paragraph 9,  the Bind-
                ing Provisions will  automatically  terminate on  July 18,  2000
                (the "Termination Date").  The parties further agree that either
                party shall have the right to immediately terminate this LOI

<PAGE>


Elorian Landers, President
Internet Venture Group, Inc.
April 25, 2000
Page 9


                without penalty in the event that  (i) the non-terminating party
                has breached any covenant  contained in  this LOI, (ii) any rep-
                resentation  or warranty  made by the  non-terminating  party in
                this LOI is determined to be  materially incorrect, or (iii) the
                terminating party determined based on its due diligence that the
                transactions  set  forth  herein  no  longer  are  in  the  best
                interests of the terminating party.  Provided, however, that the
                termination of the Binding Provisions will not affect the liabil
                -ity of a party  for breach  of  any  of the Binding  Provisions
                prior to the termination.  Upon termination  of the Binding Pro-
                visions, the parties will have no further obligations hereunder,
                except as stated in Paragaraphs 2,  4, 5, 6,  7, 8, 9, 10 and 11
                of this Part II, which will survive any such termination.

        10.     Counterparts.  This  LOI may be executed in one or more counter-
                parts, each of which  will  be deemed  to be an original copy of
                this LOI and all of which,  when taken  together, will be deemed
                to constitute one and the same agreement.

        11.     No Liability.  The paragraphs and  provisions of Part  I of this
                LOI do not constitute and will not give rise to any legally bind
                -ing obligation on  the part of  any of the  parties.  Moreover,
                except as expressly  provided in the  Binding Provisions  (or as
                expressly  provided in  any binding  written agreement  that the
                parties may  enter  into the future),  no past or future action,
                course of conduct, or failure to  act relating to  the purchase,
                or relating to the negotiation  of the terms  of the purchase or
                any definitive Agreement, will give  rise to or serve as a basis
                for any obligation or other liability on the part of the
                parties.

     If you agree with and accept the  foregoing,  please date,  sign and return
one copy of this LOI,  which will then  constitute our agreement with respect to
its subject  matter,  please do so on or before  April 25, 2000 or this LOI will
have no further force or effect in its entirety.

                                        Very truly yours,

                                        CHARLES J. JOEKEL (Seller)

                                        /s/ Charles L. Joekel
                                        ---------------------------------

AGREED AND ACCEPTED on the 25th day of April, 2000.

INTERNET VENTURE GROUP, INC. (Purchaser)

By:  /s/ Elorian Landers
     --------------------------
     Elorian Landers, President