EXHIBIT 2.5

                           FORM OF WARRANT CERTIFICATE


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, EXCHANGED OR
TRANSFERRED IN ANY MANNER IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT NO SUCH REGISTRATION IS
REQUIRED.

                WARRANT CERTIFICATE INTERNET VENTURE GROUP, INC.

No. WR- 00-01                                                  ________ Warrants
Date: ___________, 2001

         THIS CERTIFIES THAT, for value received, _________________ or his or
her registered assigns, is entitled to purchase from INTERNET VENTURE GROUP,
INC., a Florida corporation (the "Company"), at any time or from time to time
during the period specified in Paragraph 2, _____________________ (_________)
fully paid and nonassessable shares of the Company's Common Stock, par value
$0.0001 per share (the "Common Stock"), at an exercise price equal to $1.75 per
Share (the "Exercise Price"). The term "Warrant Shares," as used herein, refers
to the shares of Common Stock purchasable hereunder. The Warrant Shares and the
Exercise Price are subject to adjustment as provided in Paragraph 4.

This Warrant is subject to the following terms, provisions, and conditions:

1. (a) PAYMENT FOR SHARES. At the option of the holder, the Exercise Price may
be paid to the Company in cash, by certified or official bank check or by wire
transfer for the account of the Company. The Company will exercise all
reasonable efforts to provide for a transaction whereby the Warrant holder shall
receive the benefit of a net cashless exercise of the Warrant.

(b) ISSUANCE OF CERTIFICATES The Warrant Shares purchased pursuant to this
Section 1 shall be deemed to be issued to the holder or such holder's designee,
as the record owner of such shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall have been delivered, and payment shall have been made for such shares as
set forth above. Certificates for the Warrant Shares so purchased shall be
delivered to the holder within a reasonable time, not to exceed three business
days after this Warrant shall have been so exercised. The certificates so
delivered shall be in such denominations as may be requested by the holder and
shall be registered in the name of the holder or such other name as shall be
designated by such holder.

2. PERIOD OF EXERCISE. This Warrant may be exercised, at the option of the
holder, in whole or in part, during an exercise period (a) commencing on August
1, 2001 and (b) ending at 5:00 p.m., Eastern time, on August 1, 2004 (the
"Exercise Period").

3. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and agrees as
follows:

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(a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance in
accordance with the terms of this Warrant, be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

(b) RESERVATION OF SHARES. During the Exercise Period, the Company shall at all
times have authorized, and reserved for the purpose of issuance upon exercise of
this Warrant, a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant. Reservation of Shares. During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any entity succeeding
to the Company by merger, consolidation or acquisition of all or substantially
all of the Company's assets.

(c) REGISTRATION OF WARRANT SHARES. The Company agrees that it will register the
Warrant Shares by filing a registration statement on Form S-1, or other
available form, with the Securities and Exchange Commission within ten months
from the date of the execution of this Warrant.

4. ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise Price and
the number of Warrant Shares shall be subject to adjustment from time to time as
provided in this Paragraph 4.

(a) SUBDIVISION OR COMBINATION OF COMMON STOCK. During the Exercise Period, if
the Company subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) any shares of Common Stock into a
greater number of shares, then, after the date of record for effecting such
subdivision, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced. During the Exercise Period, if the Company
combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) any shares of Common Stock into a smaller number
of shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination will be
proportionately increased.

(b) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the Exercise Price
pursuant to the provisions of this Paragraph 4, the number of shares of Common
Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a
number equal to the Exercise Price in effect immediately prior to such
adjustment by the number of shares of Common Stock issuable upon exercise of
this Warrant immediately prior to such adjustment and dividing the product so
obtained by the adjusted Exercise Price.

(c) CONSOLIDATION, MERGER OR SALE. During the Exercise Period, in case of any
consolidation of the Company with, or merger of the Company into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the Company other than in connection with a plan of complete
liquidation of the Company, then as a condition of such consolidation, merger or
sale or conveyance, adequate provision will be made whereby the holder of this
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock immediately theretofore acquirable upon
the exercise of this Warrant, such shares of stock, securities or assets as may
be issued or payable with respect to or in exchange for the number of shares of
Common Stock immediately theretofore acquirable and receivable upon exercise of
this Warrant had such consolidation, merger or sale or conveyance taken place.
In any such case, the Company will make appropriate provision to insure that the
provisions of this Paragraph 4 will thereafter be applicable as nearly as may be
in relation to any shares of stock or securities thereafter deliverable upon the
exercise of this Warrant.

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(d) NOTICE OF ADJUSTMENT. Upon the occurrence of any event that requires any
adjustment of the Exercise Price, then, and in each such case, the Company shall
give notice thereof to the holder, which notice shall state the Exercise Price
resulting from such adjustment and the increase or decrease in the number of
Warrant Shares purchasable at such price upon exercise, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Such calculation shall be certified by independent public
accountants then engaged by the Company.

(e) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the Exercise Price
shall be made in an amount of less than 1% of the Exercise Price in effect at
the time such adjustment is otherwise required to be made, but any such lesser
adjustment shall be carried forward and shall be made at the time and together
with the next subsequent adjustment which, together with any adjustments so
carried forward, shall amount to not less than 1% of such Exercise Price.

(f) NO FRACTIONAL SHARES. No fractional shares of Common Stock are to be issued
upon the exercise of this Warrant, but the Company shall pay a cash adjustment
in respect of any fractional shares which would otherwise be issuable in an
amount equal to the same fraction of the Market Price (as defined herein) of a
share of Common Stock on the date of such exercise.

(g) OTHER NOTICES. In case:

         (i) the Company shall declare any dividend upon the Common Stock
         payable in shares of stock of any class or make any other distribution
         (including dividends or distributions payable in cash out of retained
         earnings) to the holders of the Common Stock;

         (ii) the Company shall offer for subscription pro rata to the holders
         of the Common Stock any additional shares of stock of any class or
         other rights;

         (iii) there shall be any capital reorganization of the Company, or
         reclassification of the Common Stock, or consolidation or merger of the
         Company with or into or sale of all or substantially all its assets to,
         another corporation or entity; or

         (iv) there shall be a voluntary or involuntary dissolution, liquidation
         or winding-up of the Company;

         then, in each such case, the Company shall give to the holder (a)
         notice of the date on which the books of the Company shall close or a
         record shall be taken for determining the holders of Common Stock
         entitled to receive any such dividend, distribution, or subscription
         rights or for determining the legal holders of Common Stock entitled to
         vote in respect of any such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding up and
         (b) in the case of any such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding-up,
         notice of the date (or, if not then known, a reasonable approximation
         thereof by the Company) when the same shall take place. Such notice

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         shall also specify the date on which the holders of Common Stock shall
         be entitled to receive such dividend, distribution, or subscription
         rights or to exchange their Common Stock for stock or other securities
         or property deliverable upon such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation, or winding-up,
         as the case may be. Such notice shall be given at least 30 days prior
         to the record date or the date on which the Company's books are closed
         in respect thereto. Failure to give any such notice or any defect
         therein shall not affect the validity of the proceedings referred to in
         clauses (i), (ii), (iii) and (iv) above.

(h)      Certain Definitions:

         (i) "Market Price" as of any date, means (a) the average of the last
         reported sale prices on the principal trading market for the Common
         Stock for the five trading days immediately preceding the date of any
         such determination, or (b) if market value cannot be calculated as of
         such date on the foregoing basis, Market Price shall be the fair market
         value as reasonably determined in good faith by the Board of Directors
         of the Company. The manner of determining the Market Price of the
         Common Stock sets forth in the foregoing definition shall apply with
         respect to any other security in respect of which a determination as to
         market value must be made hereunder.

         (ii) "Common Stock" for the purposes of this Paragraph 4, includes the
         Common Stock, par value $0.0001 per share, or shares resulting from any
         subdivision or combination of such Common Stock, or in the case of any
         reorganization, reclassification, consolidation, or sale of the
         character referred to in Paragraph 4(c), the stock or other securities
         or property provided for in such Paragraph.

5. CALL TO EXERCISE. At any time during the Exercise Period, provided that the
Market Price of the Common Stock is greater than $2.50 per share, the Company
has the right to require the holder, upon written notice (an "Exercise Notice"),
to exercise this Warrant in full, pursuant to the provisions of Paragraph 1
above, within thirty (30) days of such Exercise Notice. If the holder does not
exercise this Warrant within thirty (30) days after receipt of the Exercise
Notice, then the holder shall be deemed to have forfeited all rights under this
Warrant and the Company shall have the right to cancel this Warrant upon written
notice to the holder of such cancellation.

6. REDEMPTION BY THE COMPANY. At any time during the Exercise Period, the
Company may, upon written Notice to the holder (a "Redemption Notice"), redeem
this Warrant from the holder in exchange for a cash amount equal to the number
of shares represented by this Warrant multiplied by the "Redemption Price" as
defined herein. The "Redemption Price" is an amount equal to (i) 75% of the
Market Price if the Market Price is less than or equal to $7.00 per share or
(ii) 65% of the Market Price if the Market Price is between $7.00 and $10.00 or
(iii) 50% of the Market Price if the Market Price is greater than or equal to
$10.00. Each holder hereby agrees to deliver to the Company this Warrant in
exchange for the Company's cash payment to the holder, such exchange to occur no
later than thirty (30) days following the delivery of the Redemption Notice.


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7. ISSUE TAX. The issuance of certificates for Warrant Shares upon the exercise
of this Warrant shall be made without charge to the holder or such shares for
any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than the holder of this Warrant.

8. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not entitle the
holder to any voting rights or other rights as a shareholder of the Company. No
provision of this Warrant, in the absence of affirmative action by the holder to
purchase Warrant Shares, and no mere enumeration herein of the rights or
privileges of the holder, shall give rise to any liability of such holder for
the Exercise Price or as a shareholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.

9. TRANSFER AND REPLACEMENT OF WARRANT.

         (a) RESTRICTION ON TRANSFER. This Warrant and the rights granted to the
         holder are transferable, in whole or in part, upon surrender of this
         Warrant, together with a properly executed assignment in the form
         attached hereto as EXHIBIT B, at the office of the Company referred to
         in Paragraph 9(d) below, PROVIDED, HOWEVER, that any transfer or
         assignment shall be subject to the conditions set forth in Paragraph
         9(e). Until due presentment for registration of transfer on the books
         of the Company, the Company may treat the registered holder as the
         owner and holder of this Warrant for all purposes, and the Company
         shall not be affected by any notice to the contrary.

         (b) REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
         satisfactory to the Company of the loss, theft, destruction, or
         mutilation of this Warrant and, in the case of any such loss, theft, or
         destruction, upon delivery of an indemnity agreement reasonably
         satisfactory in form and amount to the Company, or, in the case of any
         such mutilation, upon surrender and cancellation of this Warrant, the
         Company, at its expense, will execute and deliver, in lieu thereof, a
         new Warrant of like tenor.

         (c) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of this
         Warrant in connection with any transfer or replacement as provided in
         this Paragraph 9, this Warrant shall be promptly canceled by the
         Company. The Company shall pay all taxes (other than securities
         transfer taxes) and all other expenses (other than legal expenses, if
         any, incurred by the Holder) in connection with the preparation,
         execution, and delivery of Warrants pursuant to this Paragraph.

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         (d) REGISTER. The Company shall maintain, at its principal executive
         offices (or such other office of the Company as it may designate by
         notice to the holder), a register for this Warrant, in which the
         Company shall record the name and address of the person in whose name
         this Warrant has been issued, as well as the name and address of each
         transferee and each prior owner of this Warrant.

        (e) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of the
        surrender of this Warrant in connection with any exercise, transfer, or
        exchange of this Warrant, this Warrant (or in the case of any exercise,
        the Warrant Shares issuable hereunder) shall not be registered under the
        Securities Act and under applicable state securities or blue sky laws,
        the Company may require, as a condition of allowing such exercise,
        transfer, or exchange (i) that the holder or transferee of this Warrant,
        as the case may be, furnish to the Company a written opinion of counsel,
        which opinion and counsel are reasonably acceptable to the Company, to
        the effect that such exercise, transfer or exchange may be made without
        registration under said Act and under applicable state securities or
        blue sky laws, and (ii) that the holder or transferee execute and
        deliver to the Company an investment letter in form and substance
        acceptable to the Company. The first holder of this Warrant, by taking
        and holding the same, represents to the Company that such holder is
        acquiring this Warrant for investment and not with a view to the
        distribution thereof.

10. NOTICES. All notices, requests and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed to the office of the Company at Internet Venture Group,
Inc., 9307 West Sam Houston Parkway South, Bld. 100, Houston, Texas 77049,
Attention: President, or at such other address as shall have been furnished to
the holder of this Warrant by notice from the Company. Any such notice, request
or other communication may be sent by facsimile, but shall in such case be
subsequently confirmed by a writing personally delivered or sent by certified or
registered mail or by recognized overnight mail courier as provided above. All
notices, requests and other communications shall be deemed to have been given
either at the time of the receipt thereof by the person entitled to receive such
notice at the address of such person for purposes of this Paragraph 10 or, if
mailed by registered or certified mail or with a recognized overnight mail
courier upon deposit with the United States Post Office or such overnight mail
courier, if postage is prepaid and the mailing is properly addressed, as the
case may be.

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11. GOVERNING LAW. This Warrant shall be governed and construed and enforced in
accordance with the internal laws of the state of Florida without regard to the
body of law controlling conflicts of law.

12. MISCELLANEOUS.

         (a) AMENDMENTS. This Warrant and any provision it may only be amended
         by an instrument signed by the Company and the holder.

         (b) DESCRIPTIVE HEADINGS. The descriptive headings of the several
         paragraphs of this Warrant are inserted for purposes of reference only,
         and shall not affect the meaning or construction of any of the
         provisions of this Warrant.

         (c) SEVERABILITY AND SAVINGS CLAUSE. If any one or more of the
         provisions contained in this Agreement is for any reason (i) objected
         to, contested or challenged by any court, government authority, agency,
         department, commission or instrumentality of the United States or any
         state or political subdivision thereof, or any securities industry
         self-regulatory organization (collectively, "Governmental Authority"),
         or (ii) held to be invalid, illegal or unenforceable in any respect,
         the Company and the holder agree to negotiate in good faith to modify
         such objected to, contested, challenged, invalid, illegal or
         unenforceable provision. It is the intention of Company and the holder
         that there shall be substituted for such objected to, contested,
         challenged, invalid, illegal or unenforceable provision a provision as
         similar to such provision as may be possible and yet be acceptable to
         any objecting Governmental Authority and be valid, legal and
         enforceable. Further, should any provisions of this Agreement ever be
         reformed or rewritten by a judicial body, those provisions as rewritten
         will be binding, but only in that jurisdiction, on the holder and the
         Company as if contained in the original Agreement. The invalidity,
         illegality or unenforceability of any one or more provisions of this
         Warrant will not affect the validity and enforceability of any other
         provisions of this Warrant.


WITNESS the signature of a proper officer of the Company as of the date first
above written.

                                                 INTERNET VENTURE GROUP, INC.


                                                 By:
                                                 Name:
                                                 Title:


ATTEST:




Secretary


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                                                                       EXHIBIT A
                                                                       ---------

                         [FORM OF ELECTION TO PURCHASE]
         (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES
                      TO EXERCISE THE WARRANT CERTIFICATE)

To:                                 :

The undersigned hereby irrevocably elects to exercise ______ Warrants
represented by the accompanying Warrant Certificate to purchase the shares of
Common Stock issuable upon the exercise of such Warrants and requests that
certificates for such shares be issued in the name of:

--------------------------------------------------------------------------------
(Please print name and address.)

--------------------------------------------------------------------------------
(Please insert social security or other identifying number.)

The undersigned represents that it is acquiring the shares of Common Stock for
its own account and not with a view to distribution, and it will not sell these
shares unless they have been registered under the Securities Act of 1933 or an
exemption from such registration requirement is available.

If such number of Warrants shall not be all the Warrants evidenced by the
accompanying Warrant Certificate, a new Warrant Certificate for the balance
remaining of such Warrants shall be registered in the name of and delivered to:

--------------------------------------------------------------------------------
(Please print name and address.)

--------------------------------------------------------------------------------
(Please insert social security or other identifying number.)

Dated:                     ,        .
                                               [HOLDER]By:
                                               Name:
                                               Title:

                                     NOTICE
The signature to the foregoing Election to Purchase must correspond to the name
as written upon the face of the accompanying Warrant Certificate or any prior
assignment thereof in every particular, without alteration or enlargement or any
change whatsoever.

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                                                                       EXHIBIT B
                                                                       ---------

                              [FORM OF ASSIGNMENT]

             (TO BE EXECUTED BY THE REGISTERED HOLDER IFSUCH HOLDER
                  DESIRES TO TRANSFER THE WARRANT CERTIFICATE)

         FOR VALUE RECEIVED,______________________________ hereby sells, assigns
and transfers unto


(Please print name, address and taxpayer identification number or social
security number of transferee.)
the accompanying Warrant Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint:


attorney, to transfer the accompanying Warrant Certificate on the books of the
Company, with full power of substitution. The transferee's tax identification or
social security number is ------------------.


Dated:                     ,        .

                                                 [HOLDER]By:
                                                 Name:
                                                 Title:



                                     NOTICE

         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the accompanying Warrant Certificate or any prior
assignment thereof in every particular, without alteration or enlargement or any
change whatsoever.

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