EXHIBIT 10.5


                       SECURED CONVERTIBLE PROMISSORY NOTE

$1,000,000.00                                            SAN JOSE, CALIFORNIA
THREE YEAR MATURITY                                             JULY 18, 2000

         For value received, Internet Venture Group, Inc. ("IVG"), a Florida
corporation, doing business in Texas and located at 9307 W. Sam Houston Parkway
South, Bldg. 100, Houston, TX, 77099 ("Maker"), promises to pay to the order of
Swan Magnetics, Inc., a California corporation located at 2982 Scott Blvd.,
Santa Clara, CA 95054, California ("Holder"), the amount of One Million Dollars
($1,000,000.00) pursuant to the terms of this Secured Convertible Promissory
Note (this "Note"). This Note is secured by the Collateral (as such term is
described in that certain Security Agreement dated as of July 8, 2000, by and
between Maker and Holder (the "Security Agreement")).

         1. MATURITY; PRINCIPAL AND INTEREST. Maker promises to pay interest at
the rate of the lesser of (i) the maximum amount permitted by law or (ii) eight
percent (8%) per annum, payable in lump sum annually for each of the next three
(3) years from the date hereof (the "Maturity Date"). Interest accrued shall be
due on the earlier to occur of an Event of Default (as defined in the Security
Agreement) and the Maturity Date.

         In addition to all unpaid and accrued interest, the unpaid principal
amount shall be due and payable in full the earlier to occur of an, Event of
Default or the Maturity Date. Without prejudice to the other rights of Holder
pursuant to this Note or the Security Agreement, in the event Maker defaults by
failing to pay any amounts due on this Note on or before the time specified
above, all unpaid amounts shall accrue interest at the lesser of (i) the maximum
amount permitted by law or (ii) eight percent (8%) until paid and any conversion
rights held by Holder, as set forth in section 2 below, shall become immediately
convertible into common stock without regard to any time limitations on
conversion. Principal and interest shall be payable in immediately available
funds of the lawful money of the United States of America. This Note is executed
in compliance with a resolution of the Board of Directors of Maker.

          2. RIGHT TO CONVERT. Holder shall have the right to convert the
principal and interest, or any proportionate amount of principal and interest,
at any time after one year from the date of this Note, into Five Hundred
Thousand (500,000) shares of common stock of IVG, such stock which is currently
trading on the NASDAQ BB under the symbol ITVI. This amount shall be
proportionately adjusted to account for any split, reorganization or
recapitalization of the capital stock of IVG that shall occur until the
principal and interest is repaid.

         Upon notice of conversion, Maker shall deliver within ten (10) days to
Holder One Hundred Thousand (100,000) shares of unrestricted, freely trading
common stock of IVG, and Four Hundred Thousand (400,000) shares of restricted
common stock of IVG that bears a Rule 144 restriction legend. If Holder shall
convert less than the full principal and interest into common stock of IVG,
Maker shall issue freely trading and restricted common stock in the same
proportion as set forth above. Upon conversion of all or any portion of the
principal amount hereof, Holder shall surrender this Note for cancellation (and,
in the event of conversion of less than 100% of the outstanding principal amount
for reissuance in the adjusted principal amount).

         3. RIGHT TO REPAY. Maker shall have the right to prepay all or any part
of the unpaid principal or interest hereof, without penalty.

         4. ACCELERATION. Upon an Event of Default (as defined in the Security
Agreement) Holder may demand from Maker immediate payment of all principal and
interest (and all other amounts) due and owing hereunder or otherwise exercise
any conversion rights without regard to time limitations set forth in section 2
above.

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         5. ATTORNEYS' FEES. If suit is brought to enforce or interpret this
Note, the prevailing party shall be entitled to recover reasonable attorneys'
fees (and other costs and expenses) to be fixed by the court.

         6. NO DEMAND REQUIRED. Maker hereby waives presentment for payment,
demand, protest, notice of nonpayment or dishonor and of protest, and any and
all other notices and demands whatsoever, and agrees to remain bound until the
principal and interest owed hereunder are paid in full.

         7. INVALIDITY. If any provision of this Note, or the application of it
to any party or circumstance is held to be invalid, the same shall be
ineffective, but the remainder of this Note, and the application of such
provisions to other parties or circumstances, shall not be affected thereby.

         8. SUCCESSORS, ASSIGNMENT. The terms and conditions of this Note shall
apply to and bind the heirs, successors, legal representatives and assigns of
the parties. However, Maker's obligations under this Note may not be assigned
without the written consent of Holder.

         9. GOVERNING LAW. This Note shall be governed by and construed
according to the laws of the State of California. The parties agree that any
dispute arising under this Agreement will be resolved in the state or federal
courts in Santa Clara County, California, and the parties hereby expressly
consent to jurisdiction therein.

                                        "MAKER"

                                        Internet Venture Group, Inc.,
                                        a Florida corporation

                                        By:   /s/  Elorian Landers

                                        Name: Elorian Landers

                                        Title: President

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