EXHIBIT 10.7


                             SECURED PROMISSORY NOTE

$500,000                                                    San Jose, California
Three Year Maturity                                         December 12, 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, Building 100, Houston, Texas 77099 ("Maker"), promises to pay to the
order of Swan Magnetics, Inc. a California corporation located at 2982 Scott
Blvd., Santa Clara. CA 95054 ("Holder"), the amount of FIVE HUNDRED THOUSAND AND
NO/100 ($500,000.00) pursuant to the terms of this Secured 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 18, 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 annually for each of the net 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) or the Maturity Date.

         In addition to all unpaid and accrued interest, the unpaid principal
amount shall be due and payable in full upon 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 default 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. 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 REPAY. Maker shall have the right to prepay all or any part
of the unpaid principal or interest hereof, without penalty.

         3. 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 without regard to time
limitations set forth above.

         4. 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.

         5. NO DEMAND REQUIRED. Maker hereby waives presentment for payment,
demand, protest, notice of nonpayment or dishonor, 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.

         6. INVALIDITY. If any provision of this Note, or the application or 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.

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         7. 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.

         8. 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 Note will be resolved in the state or federal courts
in Santa Clara County, California, and the parties hereby expressly consent to
such jurisdiction therein.




                                              "MAKER"
                                              INTERNET VENTURE GROUP, INC.

                                              By:    /S/ ELORIAN LANDERS
                                                 -------------------------------
                                              Title: Chief Executive Officer

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