<PAGE>   1
                                                                    EXHIBT 10.14


THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH SECURITIES MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED HEREIN.


                               PROMISSORY NOTE

$3,000,000.00                 New York, New York                   March 2, 2000

     FOR VALUE RECEIVED, the undersigned, i2v2.com Inc., a Delaware corporation
(the "Maker"), hereby promises to pay to the order of eVentures Group, Inc., a
Delaware corporation (the "Payee"), or its registered assigns, the principal sum
of Three Million and no/100 Dollars ($3,000,000.00), with interest on the unpaid
balance thereof from date of advancement until maturity or the date of
prepayment in full at the rate or rates hereinafter provided, both principal and
interest payable as hereinafter provided in lawful money of the United States of
America, at the address of Payee as set forth in this Note, or at such other
place within Dallas County, Texas as from time to time may be designated by the
holder of this Note.

     1. Interest. The unpaid principal of this Note from time to time
outstanding shall bear interest prior to maturity or the date of prepayment in
full at the rate equal to the lesser of (i) 7% per annum (the "Applicable Rate")
or (ii) the maximum interest rate permitted under applicable law (the "Maximum
Rate").

          (a) The unpaid principal of and, to the extent permitted by applicable
law, unpaid interest on this Note from time to time outstanding shall bear
interest from and after maturity at the rate (the "Default Rate") per annum that
is 300 basis points above the Applicable Rate, provided that in no event shall
such interest rate be more than the Maximum Rate. Notwithstanding anything to
the contrary contained in this Note, at the option of the holder of this Note
and upon notice to Maker at any time after the occurrence of a Default (as
defined herein), from and after such notice and during the continuance of such
Default, the unpaid principal of this Note from time to time outstanding and all
past due installments of interest shall, to the extent permitted by applicable
law, bear interest at the Default Rate, provided that in no event shall such
interest rate be more than the Maximum Rate.

          (b) All interest accruing under this Note shall be calculated on the
basis of the actual number of days elapsed over a 365 or, if applicable, a 366
day year. Maker shall make each payment which it owes hereunder not later than
12:00 Noon, Dallas, Texas time, on the date such payment becomes due and payable
(or the date any voluntary prepayment is made), in immediately available funds.
Any payment received by Payee after such time will be deemed to have been made
on the next following business day. As used in this paragraph, the term
"business day" shall mean a day on which commercial banks are open for business
with the public in Dallas, Texas.


                                      -1-
<PAGE>   2


          (c) Interest on the unpaid principal balance of this Note shall be due
and payable in a single installment on September 1, 2000 (the "Maturity Date"),
on which date all unpaid principal of and accrued interest on this Note shall be
due and payable.

          (d) Unless otherwise agreed to in writing, or otherwise required by
applicable law, payments will be applied first to unpaid accrued interest, then
to principal, and any remaining amount to any unpaid collection costs, interest
accruing at the Default Rate, and other charges; provided, however, that upon
delinquency or other Default under this Note, Payee reserves the right to apply
payments among principal, interest, Default Rate interest, collection costs and
other charges, at its discretion.

     2. Default. If Payee or any guarantor (a "Guarantor") under a guaranty of
all or part of the indebtedness evidenced by this Note (the "Indebtedness"): (a)
fails to pay any of the Indebtedness when due, by maturity, acceleration or
otherwise, including without limitation, any installment of principal and/or
interest when due under this Note; or (b) fails to comply in any material
respect with any of the terms or provisions of any agreement between Maker or
any Guarantor and Payee; or (c) becomes insolvent or is the subject of a
voluntary or involuntary proceeding in bankruptcy, or a reorganization,
arrangement or creditor composition proceeding, ceases doing business as a going
concern, or is the subject of a dissolution, merger or consolidation; or (d) if
any warranty or representation made by Maker or any Guarantor in connection with
this Note or any of the Indebtedness shall be discovered to be untrue or
incomplete in any material respect; or (e) if there is any termination, notice
of termination, or breach of any guaranty, pledge, collateral assignment or
subordination agreement or other agreement with Payee relating to all or any
part of the Indebtedness; or (f) if there is any failure by Maker or any
Guarantor to pay when due any of its other indebtedness for money loaned to
Maker or any such Guarantor (i.e., other than the Indebtedness) or in the
observance or performance of any term, covenant or condition in any document
evidencing, securing or relating to such indebtedness; or (g) if Payee deems
itself insecure believing that the prospect of payment of this Note or any of
the Indebtedness is impaired; or (h) if there is filed or issued a levy or writ
of attachment or garnishment or other like judicial process upon Maker or any
Guarantor, then Payee, upon the occurrence of any of these events (each, a
"Default"), may at its option and without prior notice to Maker or Guarantor (or
any of them), (i) declare any or all of the principal balance hereof and the
interest accrued hereon to be immediately due and payable, (ii) set off against
the Indebtedness any amounts owing by Payee to Maker or the Guarantor (or any of
them), (iii) charge interest at the Default Rate provided herein and (iv)
exercise any one or more of the rights and remedies granted to Payee by this
Note or any agreement with Maker or any Guarantor (or any of them) or available
to it under applicable law or in equity, as Payee may determine in its sole
discretion. All payments under this Note shall be in immediately available
United States funds, without setoff or counterclaim. During the existence of a
Default, which remains uncured beyond any applicable notice, cure or grace
period, the holder of this Note or any part thereof shall have the option of
declaring the principal balance hereof and the interest accrued hereon to be
immediately due and payable.

     3. Prepayment. Subject to the Holder's conversion rights as set forth in
Section 4, Maker shall have the right to prepay without penalty at any time and
from time to time prior to maturity, all or any part of the unpaid principal
balance of this Note and/or all or any part of the


                                       -2-


<PAGE>   3


unpaid interest accrued to the date of such prepayment, provided that any such
principal thus paid is accompanied by accrued interest on such principal. Maker
shall provide any person who is the holder of this Note (the "Holder") with at
least five days' prior written notice of prepayment.

     4. Conversion.

          (a) The Holder shall have the right, at the Holder's option, at any
time prior to payment in full of the principal balance of this Note (but only in
connection with an Equity Financing (as defined herein) or on the Maturity
Date), to convert this Note, in accordance with the provisions of Section 4(c)
hereof, in whole or in part, into fully paid and nonassessable shares of common
stock in Maker, par value $0.001 per share ("Common Stock"). The number of
shares of Common Stock into which this Note may be converted (the "Conversion
Shares") shall be determined by dividing the aggregate unpaid principal amount
of this Note, together with all accrued interest to the date of conversion, by
the Conversion Price (as defined herein) in effect at the time of such
conversion.

          (b) The "Conversion Price" shall be determined as follows:

               (i) In the event that the Indebtedness is converted into Common
     Stock in connection with a private placement or public offering of equity
     securities of Maker that closes prior to the Maturity Date (each, an
     "Equity Financing," and the closing date of such Equity Financing being
     hereinafter referred to as the "Reference Financing Date"), the Conversion
     Price shall be an amount equal to 95% of the amount received by Maker for
     each share of Common Stock issued in the Equity Financing (and in the case
     if an Equity Financing that involves the placement of securities
     convertible into Common Stock, the Conversion Price shall be an amount
     equal to 95% of the amount received by Maker for each common share
     equivalent issued in the Equity Financing).

               (ii) In the event that the Indebtedness is converted into Common
     Stock at the Maturity Date (or thereafter, if the Maturity Date is extended
     by Payee), the Conversion Price shall be an amount equal to the value of
     one share of Common Stock calculated on the basis of a Company Valuation
     (as defined herein) of $50,000,000. For purposes of the foregoing, "Company
     Valuation" means the price per share of Common Stock (or common share
     equivalent) that would be paid to acquire all equity securities of Maker on
     a fully diluted basis after adding the amount attributable to any
     indebtedness other than trade debt and the unpaid principal amount of, and
     accrued interest on, the Indebtedness.

Maker agrees to give the Holder at least ten days' prior written notice of the
terms and conditions, and of the proposed closing date, of each Equity
Financing. Notwithstanding the provisions of Section 4(b)(ii), Maker
acknowledges that Payee has no obligation to extend the Maturity Date.


                                       -3-


<PAGE>   4


          (c) Before the Holder shall be entitled to convert this Note into
shares of Common Stock, it shall give written notice by mail, postage prepaid,
to Maker at its principal corporate office, of the election to convert the same
pursuant to this Section 4, and shall state therein the name or names in which
the certificate or certificates for Conversion Shares are to be issued. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date on which such written notice is effective, and the person
or persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date.

          (d) As promptly as practicable after the conversion of this Note,
Maker at its expense will issue and deliver to the Holder of this Note a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion.

          (e) No fractional shares of Common Stock shall be issued upon
conversion of this Note. In lieu of Maker issuing any fractional shares to the
Holder upon the conversion of this Note, Maker shall pay to the Holder the
amount of outstanding principal that is not so converted, such payment to be in
the form as provided below. Upon the conversion of this Note pursuant to this
Section 4, Maker shall, at its expense and as soon as practicable thereafter,
issue and deliver to such Holder at such principal office a certificate or
certificates for the number of whole shares of such Common Stock to which the
Holder shall be entitled upon such conversion (bearing such legends as are
required by applicable state and federal securities laws in the opinion of
counsel to Maker), together with any securities and property to which the Holder
is entitled upon such conversion under the terms of this Note, including a check
payable to the Holder for any cash amounts payable as described above. Maker
shall be obligated to pay the Holder, within ten days after the date of such
conversion, any interest accrued and unpaid or unconverted to and including the
date of such conversion.

          (f) If less than the entire unpaid principal amount of the Note is
converted into Common Stock, a replacement Note of like tenor shall be issued to
evidence the remaining unpaid principal amount of the Note, such re-issued Note
to be delivered to the Holder against delivery to Maker of the Note which has
been partially converted.

          (g) The Conversion Shares shall be subject to the following
registration rights: (i) the Conversion Shares shall be included in the
registration rights granted in connection with the Equity Financing if more
favorable that those granted under the Registration Rights Agreement (herein so
called) dated as of June 25, 1999, between Maker and IEO Holdings Limited; or
(ii) the Conversion Shares shall be entitled to the same registration rights as
"Registrable Securities," as defined and described in the Registration Rights
Agreement. Upon request by Maker within 90 days after the Equity Financing
(except with respect to the first Equity Financing to occur subsequent to the
date hereof), which request shall provide a summary in reasonable detail of such
Equity Financing, Payee will advise Maker as to whether the Conversion Shares
will be subject to the registration rights granted in clause (i) or clause (ii)
above.


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<PAGE>   5


     5. Conversion Price Adjustments.

          (a) In the event that Holder elects to convert this Note in connection
with an Equity Financing:

               (i) In the event Maker should at any time or from time to time
     after a Reference Financing Date fix a record date for the effectuation of
     a split or subdivision of the outstanding shares of Common Stock or the
     determination of holders of Common Stock entitled to receive a dividend or
     other distribution payable in additional shares of Common Stock or other
     securities or rights convertible into, or entitling the holder thereof to
     receive directly or indirectly, additional shares of Common Stock
     (hereinafter referred to as "Common Stock Equivalents") without payment of
     any consideration by such holder for the additional shares of Common Stock
     or the Common Stock Equivalents (including the additional shares of Common
     Stock issuable upon conversion or exercise thereof), then, as of such
     record date (or the date of such dividend distribution, split or
     subdivision if no record date is fixed), the Conversion Price of this Note
     shall be appropriately decreased so that the number of shares of Common
     Stock issuable upon conversion of this Note shall be increased in
     proportion to such increase of outstanding shares.

               (ii) If the number of shares of Common Stock outstanding at any
     time after a Reference Financing Date is decreased by a combination of the
     outstanding shares of Common Stock or a consolidation, by reclassification
     or otherwise, then, following the record date of such combination, the
     Conversion Price for this Note shall be appropriately increased so that the
     number of shares of Common Stock issuable on conversion hereof shall be
     decreased in proportion to such decrease in outstanding shares.

          (b) If the Common Stock issuable on conversion of this Note shall be
changed into the same or a different number of shares of any other class or
classes of stock, whether by capital reorganization, reclassification or
otherwise (other than a stock split, subdivision or combination of shares
provided for above), the Holder shall, upon the conversion of this Note, be
entitled to purchase, in lieu of the Common Stock which the Holder would have
become entitled to purchase but for such change, a number of shares of such
other class or classes of stock equivalent to the number of shares of Common
Stock that would have been subject to purchase by the Holder on conversion of
this Note immediately prior to such change.

          (c) In the event of:

               (i) Any taking by Maker of a record of the holders of any class
     of securities of Maker for the purpose of determining the holders thereof
     who are entitled to receive any dividend or other distribution, or any
     right to subscribe for, purchase or otherwise acquire any shares of stock
     of any class or any other securities or property, or to receive any other
     right; or

               (ii) Any capital reorganization of Maker, any reclassification or
     recapitalization of the capital stock of Maker or any transfer of all or
     substantially all of


                                       -5-
<PAGE>   6


     the assets of Maker to any other person or any consolidation or merger
     involving Maker; or

               (iii) Any voluntary or involuntary dissolution, liquidation or
     winding up of Maker,

     then and in each such event Maker shall mail to the holder of this Note at
     least ten days prior to the earliest date specified therein, a notice
     specifying (x) the date on which any such record is to be taken for the
     purpose of such dividend, distribution or right, and the amount and
     character of such dividend, distribution or right, and (y) the date on
     which any such reorganization, reclassification, transfer, consolidation,
     merger, dissolution, liquidation or winding up is expected to become
     effective and the record date for determining stockholders entitled to vote
     thereon.

          (e) Maker shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of the Note such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of the Note;
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of the entire outstanding
principal amount of this Note, in addition to such other remedies as shall be
available to the holder of this Note, Maker will use its best efforts to take
such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes.

          (f) Upon the occurrence of each adjustment of the Conversion Price
pursuant to this Section 5, Maker at its expense shall promptly compute such
adjustment in accordance with the terms hereof and furnish to the Holder a
certificate setting forth such adjustment and showing in reasonable detail the
facts upon which such adjustment is based. Maker shall, upon the written request
at any time of the Holder, furnish or cause to be furnished to the Holder a like
certificate setting forth (i) such adjustments and (ii) the Conversion Price at
the time in effect.

          (g) The form of this Note need not be changed because of any
adjustment in the Conversion Price. A Note issued after any adjustment on any
partial conversion or upon replacement may continue to express the same
Conversion Price as is stated in this Note as initially issued, and the
Conversion Price shall be considered to have been so changed as of the close of
business on the date or dates of adjustment.

          (h) Maker will not, by amendment of its Certificate of Incorporation
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by Maker, but will at all times in good faith assist in
the carrying out of all the provisions of this Section 5 and in the taking of
all such action as may be necessary or appropriate in order to protect against
impairment of the rights of the Holder of this Note set forth in this Section 5.


                                       -6-
<PAGE>   7

     6. Adjustments for Other Distributions. In the event Maker shall declare a
distribution payable in securities of other persons, evidences of indebtedness
issued by Maker or other persons, assets (excluding cash dividends) or options
or rights, then, in each such case, the Holder hereof shall be entitled to a
proportionate share of any such distribution as though such Holder was the
holder of the number of shares of Common Stock into which this Note is
convertible as of the record date fixed for the determination of the holders of
Common Stock entitled to receive such distribution.

     7. Representations and Warranties of Maker. Maker hereby represents and
warrants to Payee, which representations and warranties shall survive the
closing (the "Closing") of the advance contemplated hereby, regardless of what
investigation, if any, Payee shall have made thereof prior to such closing, as
follows:

          (a) Maker is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. Maker is duly licensed,
qualified or domesticated as a foreign corporation and in good standing under
the laws of each jurisdiction where the failure to be so licensed, qualified or
domesticated would have a Material Adverse Effect (as defined herein).

          As used herein, the term "Material Adverse Effect," when used in
connection with an individual, corporation, partnership, joint venture,
unincorporated association, joint stock company, trust or other entity (each, a
"Person") or any of such Person's subsidiaries, means any event, change or
effect that is materially adverse to the condition (financial or otherwise),
properties, assets, liabilities, businesses, operations, results of operations
or prospects of such Person and its subsidiaries taken as a whole.

          (b) Maker has all requisite power to execute and deliver this Note, to
perform its obligations hereunder, and consummate the transactions contemplated
hereby. The execution, delivery and performance of the obligations of Maker set
forth in this Note and all other agreements and documents to be delivered by
Maker at Closing shall be duly authorized by all necessary action (corporate or
otherwise), and this Note has been duly executed and delivered and is, and each
of the other agreements and documents to be delivered by Maker at Closing will
be, when executed and delivered, legal, valid and binding agreements of Maker,
enforceable against it in accordance with their respective terms. No other
proceedings on the part of Maker are necessary to authorize the execution and
delivery by Maker of this Note, the performance by Maker of its obligations
hereunder, and the consummation by Maker of the transactions contemplated
hereby.

          (c) The authorized capitalization of Maker consists solely of
20,000,000 shares of common stock, par value $0.00l per share ("Common Stock"),
of which 11,251,514 shares are issued and outstanding (the "Shares"). The Shares
constitute all of the issued and outstanding shares of capital stock of Maker.
Except for options and warrants to acquire an aggregate of 2,178,586 shares of
Common Stock granted pursuant to employment and other agreements, Maker is not
obligated to issue or acquire any of its securities, and there are no
outstanding rights, warrants, subscriptions, options or commitments to purchase
or otherwise


                                       -7-

<PAGE>   8


acquire from Maker any shares of capital stock in Maker or any securities or
obligations convertible into or exchangeable for any shares of capital stock in
Maker.

          (d) The execution, delivery and performance of this Note do not, and
the consummation of the transactions contemplated hereby will not, conflict with
or result in any violation of any statute, law, rule, regulation, judgment,
order, decree or ordinance applicable to Maker or its properties or assets, or
conflict with or result in any breach or default (with or without notice or
lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a material benefit
under, or result in the creation of a lien or encumbrance on any of the
properties or assets of Maker pursuant to (i) any provision of Maker's
Certificate of Incorporation or Bylaws, or (ii) any agreement, contract, note,
mortgage, indenture, lease, instrument, permit, concession, franchise or license
to which Maker or any of its properties or assets may be bound or affected.

          (e) No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency, commission,
regulatory authority or other governmental authority or instrumentality,
domestic or foreign (each, a "Governmental Entity"), is required by or with
respect to Maker in connection with the execution and delivery of this Note by
Maker, the performance by Maker of its obligations hereunder or the consummation
by Maker of the transactions contemplated hereby, other than notice filings that
may be required under applicable securities laws with respect to exemptions for
nonpublic offerings. No consent, approval, waiver or other action by any Person
under any contract, agreement, note, indenture, lease, instrument or other
document is required or necessary for the execution, delivery and performance of
this Note by Maker and the consummation of the transactions contemplated hereby.

          (f) Maker is in compliance with, and has conducted its business so as
to comply with, all laws, rules and regulations, judgments, decrees or orders of
any Governmental Entity applicable to its operations or with respect to which
compliance is a condition of engaging in the business thereof, except to the
extent that failure to comply would, individually or in the aggregate, not have
had and is reasonably expected not to have a Material Adverse Effect. There are
no judgments, orders, injunctions, decrees, stipulations or awards (whether
rendered by a court or administrative agency or by arbitration) against Maker or
any of any of its properties.

          (g) Other than a lawsuit alleging patent infringement brought by
Multi-Tech Systems Inc. (the "Multi-Tech Action"), there are currently no
pending, and Maker has no has knowledge of any threatened, claims, lawsuits or
administrative proceedings or investigations against Maker or to which any of
the assets of Maker are subject.

          (h) Maker owns all right, title and interest in, or possesses adequate
licenses or other valid rights to use (without the making of any payment to
others or the obligation to grant rights to others in exchange), free and clear
of all liens, all Intellectual Property (as defined herein) used in connection
with the operation of Maker as currently conducted or proposed to be conducted.
Maker has taken or is in the process of taking all necessary and desirable
action to maintain and protect each item of Intellectual Property that Maker
owns or uses.


                                       -8-


<PAGE>   9



               (i) To the knowledge of Maker, Maker has not interfered with,
     infringed upon, misappropriated or otherwise come into conflict with any
     Intellectual Property rights of any other Person (as defined herein), and,
     other than with respect to the Multi-Tech Action and a suit brought by
     Visitalk.com, none of the directors and officers (and employees with
     responsibility for Intellectual Property matters) of Maker has ever
     received any charge, complaint, claim, demand or notice from any
     Governmental Entity or other Person alleging any such interference,
     infringement, misappropriation or conflict (including any claim that Maker
     must license or refrain from using any Intellectual Property rights of any
     other Person) challenging the ownership, validity or effectiveness of any
     of the Intellectual Property used in connection with the operation of Maker
     or as proposed to be conducted, including any claim challenging or
     questioning the validity or effectiveness of any license, sublicense or
     agreement relating to such Intellectual Property, and Maker has no
     knowledge of any facts that might constitute a valid basis for any such
     charge, complaint, claim, demand or notice. To Maker's knowledge, no Person
     has interfered with, infringed upon, misappropriated or otherwise come into
     conflict with any Intellectual Property rights of Maker.

               (ii) Maker has made available to Payee correct and complete
     copies of all patents, registrations and applications (as amended to date)
     of Maker and has made available to Payee correct and complete copies of all
     other written documentation evidencing ownership and prosecution (if
     applicable) of each such item of Intellectual Property. All patents and
     registered trademarks, and other company, product or service identifiers
     and registered copyrights held by Maker are valid and subsisting.

               (iii) Maker has made available to Payee correct and complete
     copies of all trademarks, registrations and applications (as amended to
     date) of Maker and has made available to Payee correct and complete copies
     of all other written documentation evidencing ownership and prosecution (if
     applicable) of each such item of Intellectual Property.

               (iv) Maker has made available to Payee correct and complete
     copies of all copyrights, registrations and applications (as amended to
     date) of Maker, and has made available to Payee correct and complete copies
     of all other written documentation evidencing ownership and prosecution (if
     applicable) of each such item of Intellectual Property.

               (v) Maker has made available to Payee correct and complete copies
     of all licenses, agreements or other permissions (as amended to date) by
     which Maker has granted rights to any other Person with respect to any item
     of Intellectual Property in the United States and any jurisdictions
     worldwide, and has made available to Payee correct and complete copies of
     all written documentation evidencing the legality, validity and
     enforceability of each such license, agreement and other permission (if
     applicable). With respect to each item of Intellectual Property of the
     nature described in this Section 7(h)(v):


                                       -9-


<PAGE>   10



                    (A) Maker owns all right, title and interest in and to such
          item, free and clear of any lien;

                    (B) such item is not subject to any outstanding injunction,
          judgment, order, decree, ruling or charge;

                    (C) other than the Multi-Tech Action, no action, suit,
          proceeding, hearing, investigation, charge, complaint, claim or demand
          is pending or, to Maker's knowledge after due inquiry, threatened
          which challenges the legality, validity, enforceability, use or
          ownership of such item;

                    (D) Maker has not agreed to indemnify any Person for or
          against any interference, infringement, misappropriation or other
          conflict with respect to such item;

                    (E) all licenses, agreements and other permissions
          pertaining to such item and all other rights to which Maker is
          entitled with respect thereto are in compliance in all respects with
          all applicable laws in all jurisdictions worldwide, including, without
          limitation, those pertaining to remittance of foreign exchange and
          taxes; and

                    (F) Maker has not made a previous assignment, sale, transfer
          or agreement constituting a present or future assignment, sale or
          transfer of, or granted any lien on, such item other than licenses
          granted in the ordinary course of business consistent with past
          practice; nor has Maker granted any release, covenant not to sue or
          other non-assertion assurance to any Person with respect to such item
          which could reasonably be expected to have an adverse effect on the
          aggregate value of the Intellectual Property.

               (vi) Maker has made available to Payee correct and complete
     copies of all licenses, sublicenses, agreements and other permissions (as
     amended to date) relating to each item of Intellectual Property that any
     Person other than Maker owns and that Maker uses pursuant to any license,
     sublicense, agreement or permission. With respect to each such item of
     Intellectual Property of the nature described in this Section 7(h)(vi):

                    (A) the license, sublicense, agreement or other permission
          covering such item is legal, valid, binding, enforceable and in full
          force and effect;

                    (B) no party to such license, sublicense, agreement or other
          permission is in breach or default thereof, and no event has occurred
          which, with the giving of notice or the lapse of time, or both, would
          constitute such a breach or default thereof or permit termination,
          modification or acceleration thereunder;

                    (C) no party to such license, sublicense, agreement or other
          permission has repudiated any provision thereof;



                                      -10-


<PAGE>   11

                    (D) with respect to each such sublicense, the
          representations and warranties set forth in clauses (A) through (C)
          above are true and correct with respect to the underlying license;

                    (E) the underlying item of Intellectual Property is not
          subject to any outstanding injunction, judgment, order, decree, ruling
          or charge;

                    (F) other than the Multi-Tech Action, no action, suit,
          proceeding, hearing, investigation, charge, complaint, claim or demand
          is pending or, to Maker's knowledge, threatened which challenges the
          legality, validity or enforceability of the underlying item of
          Intellectual Property; and

                    (G) Maker has not granted any sublicense or similar right
          with respect to the underlying license, sublicense, agreement or other
          permission.

               (vii) To Maker's knowledge, the continued operation of the
     business of Maker as currently conducted or as proposed to be conducted
     does not and shall not interfere with, infringe upon, misappropriate or
     otherwise come into conflict with, any Intellectual Property rights of any
     Person.

               (viii) Maker has no knowledge of any new products, inventions,
     procedures, or methods of manufacturing or processing that any competitors
     or other Persons have developed which reasonably could be expected to
     supersede or make obsolete any product or process of Maker.

               (ix) Maker has not entered into any agreement to indemnify any
     other Person against any charge of infringement of any Intellectual
     Property. Maker has not entered into any agreement granting any third party
     the right to bring infringement actions with respect to, or otherwise to
     enforce rights with respect to, any Intellectual Property. Maker has the
     exclusive right to file, prosecute and maintain all applications and
     registrations with respect to its Intellectual Property.

               (x) The terms defined below shall have the respective meanings
     indicated:

                    (A) "Intellectual Property" means (i) all inventions
          (whether patentable or unpatentable and whether or not reduced to
          practice), all improvements thereto, and all patents, patent
          applications and patent disclosures, together with all reissues,
          continuations, continuations-in-part, divisionals, revisions, utility
          models, extensions and reexaminations thereof; (ii) all trademarks,
          service marks, trade dress, logos, trade names and corporate names,
          together with all translations, adaptations, derivations and
          combinations thereof and including, without limitation, all goodwill
          associated therewith, and all applications, registrations and renewals
          in connection therewith, (iii) all copyrightable works, all copyrights
          and all applications, registrations, renewals and derivatives in
          connection therewith, (iv) all trade secrets and confidential business
          information (including, without limitation, ideas, research and
          development,


                                      -11-


<PAGE>   12


          know-how, formulas, compositions, manufacturing and production
          processes and techniques, technical data, designs, drawings,
          specifications, customer and supplier lists, pricing and cost
          information, and business and marketing plans and proposals), (v) all
          computer software (including data and related documentation), (vi) all
          other proprietary rights, (vii) all copies and tangible embodiments
          thereof (in whatever form or medium), and (viii) all licenses or
          agreements in connection with the foregoing, in each case on a
          worldwide basis and used or useful in Maker's business.

                    (B) "Person" means any individual, corporation, partnership,
          limited liability company, firm, joint venture, association,
          joint-stock company, trust, unincorporated organization, Governmental
          Entity or other entity.

               (i) Maker is not an "investment company," as defined in the
     Investment Company Act of 1940, as amended.

               (j) No representation, warranty or statement made by Maker in or
     pursuant to this Note contains or will contain any untrue statement of a
     material fact or omits or will omit to state any material fact necessary to
     make such representation, warranty or statement not misleading.

     8. Representations and Warranties of Payee.

          (a) Payee (i) represents that it is an "accredited investor" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act") and
the rules and regulations promulgated thereunder, (ii) represents that it has
received adequate information about Maker to determine the advisability of a
purchase of Maker's securities, (iii) represents that it is acquiring the Note
and will acquire any Conversion Shares for its own account for investment and
not with a view to any distribution or public offering within the meaning of the
Securities Act, except with respect to the Conversion Shares pursuant to the
registration of the offer and sale thereof under the Securities Act (iv)
acknowledges that the offer and sale of the Note and any Conversion Shares have
not been registered under the Securities Act and (v) agrees that it will not
sell or otherwise transfer this Note or any Conversion Shares except pursuant to
the terms and conditions specified herein (including, without limitation,
Section 8(c)) and that it will cause any permitted transferee thereof to agree
to take and hold the same subject to the terms and conditions specified herein.

          (b) Except as provided in Section 8(d), this Note and each certificate
for Conversion Shares issued to Payee or to a subsequent transferee thereof
pursuant to Section 8(c) shall include a legend in substantially the following
form (with such changes therein as may be appropriate to reflect whether such
legend refers to this Note or Conversion Shares); provided, however, that such
legend shall not be required if such transfer is being made in connection with a
sale which is exempt from registration pursuant to Rule 144 under the Securities
Act or if the opinion of counsel referred to in Section 8(c) is to the further
effect that neither such legend nor the restrictions on transfer in this Section
8 are required in order to ensure compliance with the Securities Act:


                                      -12-

<PAGE>   13


     THIS PROMISSORY NOTE AND ANY SHARES PURCHASABLE ON CONVERSION OF THIS NOTE
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
     ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN
     THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT
     OR LAW. THIS NOTE AND ANY SUCH CONVERSION SHARES MAY BE TRANSFERRED ONLY IN
     COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER
     PROVISIONS OF THAT CERTAIN PROMISSORY NOTE, DATED MARCH 2, 2000, MADE BY
     MAKER AND THE INITIAL HOLDER THEREOF (AS SUCH PROMISSORY NOTE MAY BE
     SUPPLEMENTED, MODIFIED, AMENDED OR RESTATED FROM TIME TO TIME), A COMPLETE
     AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL
     OFFICE OF MAKER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN
     REQUEST AND WITHOUT CHARGE.

          (c) Prior to (or promptly after, in the case of a transfer to an
Affiliate) any assignment, transfer or sale of this Note or any Conversion
Shares (other than a transfer among the Holder and/or an Affiliate thereof), the
Holder shall give written notice to Maker of the Holder's intention to effect
such assignment, transfer or sale, which notice shall set forth the date of such
proposed assignment, transfer or sale and the identity of the proposed
transferee. A Holder wishing to effect such a transfer of this Note or any
Conversion Shares shall also furnish to Maker an agreement by the transferee
thereof that it is taking and holding the same subject to the terms and
conditions specified herein and, unless the transferee is an Affiliate of such
holder, a written opinion of such Holder's counsel to the effect that the
proposed transfer may be effected without registration under the Securities Act.
As used herein, "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such Person. For purposes of this definition, a Person shall be deemed to
"control" another Person if such first Person possesses directly or indirectly
the power to (i) vote 10% or more of the securities having ordinary voting power
for the selection of directors of such Person, or (ii) direct, or cause the
direction of, the management and policies of the second Person, whether through
the ownership of voting securities, by contract or otherwise.

          (d) The restrictions set forth in this Section 9 shall terminate and
cease to be effective with respect to this Note or Conversion Shares the offer
and sale of which are registered under the Securities Act or upon receipt by
Maker of an opinion of counsel knowledgeable as to securities matters, in form
reasonably satisfactory to Maker, to the effect that compliance with such
restrictions is not necessary in order to comply with the Securities Act with
respect to the transfer of this Note or the Conversion Shares; provided,
however, that after two years from the date of issuance of any Conversion Shares
(or such shorter period as may be provided by Rule 144(k) promulgated under the
Securities Act), such restrictions shall automatically terminate with respect to
the Holder if not an affiliate (as defined in the Securities Exchange Act of
1934, as amended) of Maker (without the necessity of any opinion of counsel) as
to this Note and as to any Conversion Shares issued in respect of this Note upon
exercise of the conversion right set forth herein. Whenever such restrictions
shall so terminate the holder of this Note and/or Conversion Shares shall be
entitled to receive from Maker, without expense (other than transfer


                                      -13-


<PAGE>   14



taxes, if any), a reissued Note and certificates for such Conversion Shares not
bearing the legend set forth in Section 8(b), at which time Maker will rescind
any transfer restrictions relating thereto.

     9. Assignment. Subject to the restrictions on transfer described in Section
8, the rights and obligations of Maker and the Holder of this Note shall be
binding upon and benefit the successors, permitted assigns, heirs,
administrators and permitted transferees of the parties.

     10. No Stockholder Rights. Nothing contained in this Note shall be
construed as conferring upon the Holder or any other person the right to vote or
to consent or to receive notice as a stockholder in respect of meetings of
stockholders for the election of directors of Maker or any other matters or any
rights whatsoever as a stockholder of Maker; and no dividends or interest shall
be payable or accrued in respect of this Note or the interest represented hereby
or any shares of Common Stock obtainable hereunder until, and only to the extent
that, this Note shall have been converted.

     11. Compliance with Usury Statutes. It is the intent of Payee and Maker in
the execution and delivery of this Note and all other instruments now or
hereafter securing this Note to contract in strict compliance with applicable
usury law. In furtherance thereof, Payee and Maker stipulate and agree that none
of the terms and provisions contained in this Note, or in any other instrument
executed in connection herewith, shall ever be construed to create a contract to
pay for the use, forbearance or detention of money, interest at a rate in excess
of the maximum interest rate permitted to be charged by applicable law, neither
Maker nor any guarantors, endorsers or other parties now or hereafter becoming
liable for payment of this Note shall ever be obligated or required to pay
interest on this Note at a rate or in an amount in excess of the maximum
interest that may be lawfully charged under applicable law, and the provisions
of this paragraph shall control over all other provisions of this Note and any
other instruments now or hereafter executed in connection herewith which may be
in apparent conflict herewith. Payee expressly disavows any intention to charge
or collect excessive unearned interest or finance charges in the event the
maturity of this Note is accelerated. If the maturity of this Note shall be
accelerated for any reason or if the principal of this Note is paid prior to the
end of the term of this Note, and as a result thereof the interest received for
the actual period of existence of the loan evidenced by this Note exceeds the
amount of interest that would have accrued at the applicable maximum lawful
rate, Payee or any other holder of this Note shall, at its option, either refund
to Maker the amount of such excess or credit the amount of such excess against
the principal balance of this Note then outstanding and thereby shall render
inapplicable any and all penalties of any kind provided by applicable law as a
result of such excess interest. In the event that Payee or any other holder of
this Note shall contract for, charge or receive any amounts and/or any other
thing of value which are determined to constitute interest which would increase
the effective interest rate on this Note to a rate in excess of that permitted
to be charged by applicable law, all such sums determined to constitute interest
in excess of interest at the lawful rate shall, upon such determination, at the
option of Payee or other holder of this Note, be either immediately returned to
Maker or credited against the principal balance of this Note then outstanding,
in which event any and all penalties of any kind under applicable law as a
result of such excess interest shall be inapplicable. By execution and delivery
of this Note, Maker acknowledges that it believes the loan evidenced by this
Note to be non-usurious and agrees that


                                      -14-


<PAGE>   15

if, at any time, Maker should have reason to believe that such loan is in fact
usurious, it will give Payee or other holder of this Note notice of such
condition and Maker agrees that Payee or other holder shall have 90 days in
which to make appropriate refund or other adjustment in order to correct such
condition if in fact such exists. The term "applicable law" as used in this Note
shall mean the laws of the State of New York or the laws of the United States,
whichever laws allow the greater rate of interest, as such laws now exist or may
be changed or amended or come into effect in the future.

     12. Cost of Collection. Should the indebtedness represented by this Note or
any part thereof be collected at law or in equity or through any bankruptcy,
receivership, probate or other court proceedings or if this Note is placed in
the hands of attorneys for collection after default, Maker and all endorsers,
guarantors and sureties of this Note jointly and severally agree to pay to Payee
or other holder of this Note, in addition to the principal and interest due and
payable hereon, all costs and expenses of Payee or other holder in enforcing
this Note, including, without limitation, reasonable attorneys' and collection
fees.

     13. Waivers. Maker and all endorsers, guarantors and sureties of this Note
and all other persons liable or to become liable on this Note severally waive
presentment for payment, demand, notice of demand and of dishonor and nonpayment
of this Note, notice of intention to accelerate the maturity of this Note,
protest and notice of protest, diligence in collecting, and the bringing of suit
against any other party, and agree to all renewals, extensions, modifications,
partial payments, releases or substitutions of security, in whole or in part,
with or without notice, before or after maturity.

     14. Notices. Any notice, request, instruction or other document to be given
under this Note after the date hereof by any party hereto to any other party
shall be in writing and shall be deemed to have been duly given on the date of
service if delivered personally or by telecopier with confirmed receipt, or on
the third day after mailing if sent by certified mail, postage prepaid, at the
addresses set forth below:


     If to Maker:                   i2v2.com Inc.
                                    200 Church Street, Suite 401
                                    New York, New York 10013
                                    Attn: General Counsel
                                    Facsimile: 212.571.9944

     If to Payee:                   eVentures Group, Inc.
                                    c/o HW Partners L.P.
                                    1601 Elm Street, 40th Floor
                                    Dallas, Texas 75201
                                    Attn: General Counsel
                                    Telecopy: 214.720.1667

Any change in the address of any party hereunder shall not be effective as to
the other party unless notice of such change of address is sent to the other
party in accordance with the foregoing.


                                      -15-


<PAGE>   16


     15. Amendments and Waivers. Any provision of this Note may be amended,
supplemented, waived, discharged or terminated by a written instrument signed by
Maker and the Holder hereof.

     16. Delays and Omissions. No delay or omission of Payee or any other holder
hereof to exercise any power, right or remedy accruing to Payee or any other
holder hereof shall impair any such power, right or remedy or shall be construed
to be a waiver of the right to exercise any such power, right or remedy. Payee's
right to accelerate this note for any late payment or Maker's failure to timely
fulfill its other obligations hereunder shall not be waived or deemed waived by
Payee by Payee's having accepted a late payment or late payments in the past or
Payee otherwise not accelerating this Note or exercising other remedies for
Maker's failure to timely perform its obligations hereunder. Payee shall not be
obligated or be deemed obligated to notify Maker that it is requiring Maker to
strictly comply with the terms and provisions of this Note before accelerating
this Note and exercising its other remedies hereunder because of Maker's failure
to timely perform its obligations under this Note.

     17. Binding Effect. This Note and all the covenants and agreements
contained herein shall be binding upon, and shall inure to the benefit of, the
respective legal representatives, heirs, successors and permitted assigns of
Maker and Payee.

     18. Headings; Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the entities or persons referred may require. The headings of the
sections of this Note are inserted for convenience only and shall not constitute
a part hereof nor affect in any way the meaning or interpretation of this Note.
"Herein," "hereof" and "hereunder" and other words of similar import refer to
this Note as a whole and not to any particular section or other subdivision.

     19. Severability. If any provision of this Note is held to be illegal,
invalid or unenforceable under present or future laws, the legality, validity
and enforceability of the remaining provisions of this Note shall not be
affected thereby, and this Note shall be liberally construed so as to carry out
the intent of the parties to it.

     22. Payment of Payee's Expenses. Maker agrees to pay the reasonable fees
and expenses of Payee's counsel in connection with the negotiation, execution
and delivery of this Note, that certain Warrant Agreement of even date herewith
between Maker and Payee, and any modification hereof or thereof.

     23. Equity Financing. In connection with the first Equity Financing
occurring subsequent to the date hereof (and no other Equity Financing), Maker
shall give Payee written notice at least 20 days prior to the closing thereof,
which notice shall describe in reasonable detail the proposed material terms
thereof, including, without limitation, the number of shares of capital stock to
be sold, the consideration to be paid, the name and address of each prospective
purchaser, and the material rights to be accorded such proposed purchaser. Payee
shall have the right, exercisable by delivery of written notice to Maker within
15 days after receipt of such notice, to purchase up to 50% of the securities
proposed to be sold in such Equity Financing, on


                                      -16-

<PAGE>   17


the same terms and conditions specified in such notice. In the event that a
single purchaser of equity securities in the Company having a value of at least
$10 million requests in writing that the Payee not exercise the rights granted
in this Section 23, then the Payee will waive its rights set forth in this
Section 23.

     21. Miscellaneous. The records of Payee shall be prima facie evidence of
the amounts owing on this Note.

     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN
ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES APPLICABLE TO
TRANSACTIONS IN SUCH STATE. MAKER HEREBY AGREES AND CONSENTS THAT, IN ADDITION
TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL
SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO MAKER AT
THE ADDRESS OF MAKER FOR THE GIVING OF NOTICES SET FORTH ABOVE, AND SERVICE SO
MADE SHALL BE COMPLETE FIVE DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

     MAKER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY
SUIT, ACTION OR PROCEEDING BROUGHT BY THE HOLDER OF THIS NOTE, ANY AND EVERY
RIGHT IT MAY HAVE TO A TRIAL BY JURY.

     THIS NOTE AND ALL OTHER CREDIT DOCUMENTS EXECUTED BY ANY OF THE PARTIES
SUBSTANTIALLY CONCURRENTLY HEREWITH TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT
WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                      [the next page is the execution page]


                                      -17-


<PAGE>   18

     IN WITNESS WHEREOF, this Note has been executed and delivered as of the
date first above written.
                                        MAKER:

                                        i2v2.COM INC.



                                        By:
                                           -------------------------------------
                                            Its:
                                                --------------------------------

                                        PAYEE:

                                        eVENTURES GROUP, INC.

                                        By: /s/ STUART CHASANOFF
                                           -------------------------------------
                                            Its: Vice President-Business
                                                 Development
                                                --------------------------------

                                      -18-


<PAGE>   19


                              NOTICE OF CONVERSION

                   (TO BE SIGNED ONLY UPON CONVERSION OF NOTE)


TO: i2v2.COM INC.

     The undersigned, the holder of the foregoing Note, hereby surrenders such
Note for conversion into shares of Common Stock of i2v2.com Inc., to the extent
of $__________ unpaid principal amount of such Note, and requests that the
certificates for such shares be issued in the name of, and delivered to,
____________________________, whose address is________________________________.


     Dated:
           ----------------------------



                              --------------------------------------------------
                              (Signature must conform in all respects to name of
                              holder as specified on the face of the Note)



                              --------------------------------------------------
                                               (Address)