AGREEMENT


     This  Agreement ("Agreement") is executed on the 6th day of March, 2002, to
be  effective  as  of  such  date,  by and between Group Management Corporation,
formerly  known  as Internet Venture Group, Inc. ("iVG") of 13135 Dairy Ashford,
Suite  5,  Sugarland,  TX, 77478, Swan Magnetics, Inc., (hereinafter "Swan"), of
2982  Scott Blvd., Santa Clara, CA, 95054, and Lumar Worldwide Industries, Inc.,
("LWI") of 13135 Dairy Ashford, Suite 560, Sugarland, Texas 77478 (together "the
Parties").


                                    RECITALS

     WHEREAS,  iVG  is  an  internet  holding  and development company which has
acquired  approximately  88.5  % of the outstanding and issued commons shares of
Swan;  and

     WHEREAS,  the  Parties  believe  Swan  has  developed  certain products and
technology  for an ultra high capacity ("UHC") flexible disk drive and possesses
cash  and  other  assets  of  value  and  interest  to  LWI;  and

     WHEREAS,  LWI  is  a  holding and development company organized to acquire,
develop  and capitalize suitable internet technology and related businesses into
a  network  of  businesses;  and

     WHEREAS,  iVG is interested in selling all of its shares in Swan to LWI and
LWI  is  interested  in  obtaining  such  shares;

     NOW  THEREFORE,  the  parties  hereby  enter  into  this  Agreement for the
acquisition  by  LWI of all Swan shares of stock held by iVG as described below.


1.0     DEFINITIONS

1.1     AGREEMENT.  Agreement  shall  refer  to this Agreement which through its
terms  effects  the  sale  of  shares  described  herein.

1.2     IVG.  iVG shall refer to Group Management Corporation, formerly known as
Internet  Venture Group, Inc., a Florida corporation with its principal place of
business  at  13135  Dairy  Ashford,  Suite  525,  Sugarland,  TX,  77478.

1.3     SWAN.  Swan  shall  refer  to  Swan  Magnetics,  Inc.,  a  California
corporation  dba Swan Magnetics, Swan Instruments, Scotts Valley Instruments and
SVI  with  its principal place of business at 2982 Scott Blvd., Santa Clara, CA,
95054.

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1.4     COMMON  STOCK.  Common  Stock  shall refer to the total number of issued
and  outstanding  shares  of  Common  Stock  of  Swan  held  by  iVG,  which  is
approximately  88.5%  of  the  total  of  all  common  stock  of  Swan.

1.5     CASH.  Cash  shall refer to any cash or cash equivalent in monies of the
United  States  of  America.

1.6     EFFECTIVE  DATE.  Shall  be  the  date  of  this  Agreement.


2.0     REPRESENTATIONS


2.1     PARTY REPRESENTATIONS.  The parties to this Agreement each represents to
the  other  as  follows:

     A.  it  is authorized to execute this Agreement for the purposes and on the
     terms  and  conditions  stated  herein;
     B.  the execution of this Agreement will not conflict with any undertaking,
     agreement, order, statute, rule or other obligation to which it is subject;
     C.  all  signatories  are  authorized  to  sign  in  the  capacity  stated;
     D.  it  has  obtained all approvals, waivers or certifications necessary to
     the  performance  of  this  Agreement;  and
     E.  it has read and understood the terms of the Agreement and is aware that
     this  Agreement  is  binding  upon  the  party.

2.2     IVG  REPRESENTATIONS.  iVG  represents  and  warrants  that:

     a. it owns and holds in its own name 41,773,157 (approximately 88.5% of the
     total)  of  the  issued  and  outstanding  common  shares  of  Swan;
     b. it understands that the Swan consolidated balance sheet of June 30, 2000
     (unaudited)  showed  a  total  liabilities  and  shareholders'  equity  of
     $8,943,733,  did  not  include  personal  property  or  other  tangible  or
     intangible property, including intellectual property rights (whether or not
     such  rights  are  registered  or  filed  in  a  public  registry);
     c.  it  understands  that  Swan's  personal  property and other tangible or
     intangible property, including intellectual property rights (whether or not
     such  rights  are  registered or filed in a public registry) existing on or
     about  June  30,  2000,  were  reasonably  valued in an amount in excess of
     $5,000,000  in  aggregate;
     d.  its  former  Chairman Eden Kim was Chairman of Swan, but it has not had
     competent  and  reliable  access to the corporate books and records of Swan
     since  the  date  of  Eden  Kim's  separation  from  management  of  iVG;

<PAGE>

     e.  it  is  not  aware of any change in the number of outstanding shares of
     stock  of  Swan  since  the  acquisition of its shares of Swan but does not
     currently  have access to the books and records of Swan to make an accurate
     determination;
     f.  it  understands that as of November 30, 2001, Swan was in possession of
     the sum of at least $2,000,000 in cash on hand or in accounts maintained by
     Swan  for  that  purpose;
     g. it understands that Swan has an equity interest in a company named iTVR,
     which  may  be  a  majority  or  controlling  interest of iTVR but does not
     currently  have access to the books and records of Swan to make an accurate
     determination;  and
     h.  it  will  undertake  to  effect  the  reasonable and timely transfer or
     delivery  of  documents  necessary  to  the  completion  of this Agreement.

2.3     SWAN  REPRESENTATIONS.   Swan  represents  and  warrants  that:

     a.  its  current board of directors was duly elected by the shareholders in
     accordance  with  the  by-laws  of  the  company;
     b.  its  current board of directors has been actively seeking to obtain the
     books  and  records  of  the  corporation  from  the  prior  management;
     c.  its  current  board  of  directors  gave  notice to the company's prior
     counsel  of  the  change  in management and the termination of such counsel
     from  any  representation  of  the  company;
     d.  it  waives  any  right  to purchase or re-purchase the shares of common
     stock  made  the  basis  of  this  Agreement;
     e.  to  the knowledge of the current board of directors, there have been no
     amendments  to  the Articles of Incorporation or the by-laws of the company
     since  iVG's  acquisition  of  the  common  shares  of  stock  of Swan; and
     f.  it  has  full  authority  to  enter into this Agreement for the express
     purposes  stated  herein  and  will  undertake to effect the reasonable and
     timely  transfer  or  delivery  of documents necessary to the completion of
     this  Agreement.

2.4     LWI  REPRESENTATIONS.   LWI  represents  and  warrants  that:

     a.  it  enters  into  this  Agreement for the purposes and on the terms and
     conditions set forth herein for the purchase of all of the common shares of
     stock  of  Swan  now  owned  or  claimed  by  iVG;
     b.  it  has no past or current relationship with Swan, iVG, Eden Kim or any
     other  person  claiming  to manage or control Swan (other than through this
     Agreement)  and  has no agreement or understanding with any person or party
     related  to  this  transaction  not  stated  in  this  Agreement;
     c.  it  seeks to acquire the shares of common stock for its own account and
     as  part  of  its  business  plan  and;
     d.  it  understands  that  iVG  has made no representations regarding Swan,
     Swan's  assets  or  the  value  of  the  Swan  shares  iVG currently holds.

<PAGE>

2.5     SURVIVAL  OF  REPRESENTATIONS.   Swan  and  iVG  have  delivered  some
information  to  LWI  prior  to  the  execution  of  this  Agreement, but do not
represent  that  such  information  is  complete  or sufficient for adequate due
diligence  by  LWI.  LWI  acquires the shares of common stock of Swan without an
adequate opportunity for due diligence.  LWI, Swan and iVG acknowledge that this
Agreement  is  predicated upon the information presented and the representations
and  warranties  made  herein.  All  such  representations  and  warranties  are
material  to  the transactions, are relied upon by the other parties hereto, and
shall  be enforceable without regard to any other party's ability or opportunity
to  conduct  due  diligence  or other investigation into the representations and
warranties.  All  representations  and  warranties  shall  survive  the  closing


3.0     CONSIDERATION.

LWI  shall  deliver to iVG a Promissory Note in the form attached hereto, in the
principal amount of Two Million Five Hundred Thousand and No/100 ($2,500,000.00)
Dollars,  payable  on  March  6,  2009,  in  Sugarland, Texas.  Additionally, as
further  consideration,  LWI  agrees  that  it  will  act in its capacity as the
controlling  shareholder  of Swan to extinguish and/or assume responsibility for
any  debt  shown on Swan's financial records as owing from iVG, if any, and that
neither  LWI  nor  Swan  will  pursue  any action against iVG, or it officers or
directors,  for  any debts that Swan shows as owing from iVG, regardless whether
such  debt  is  known  or  unknown  at  this  time.


4.      CONDITIONS  TO  CLOSING.

4.1     All  governmental  and  third  party consents necessary to authorize the
execution and delivery of common shares of Swan made the basis of this Agreement
shall  have  been  obtained.

4.2     Swan  shall be in good standing in the state of incorporation, and shall
be  qualified  to  do  business  in  the  jurisdictions  in  which  its business
operations  and  assets  require  it  to  be  so  qualified.

4.3     There  shall  be  no  default  under  the  terms  of  this  Agreement.


5.     BINDING  NATURE  OF  AGREEMENT

<PAGE>

This  Agreement,  including  all  representations  and  warranties, shall remain
binding  on  the  parties  hereto,  their  successors  and  assigns.

6.     ADDENDUM  &  EXHIBITS

There  are  three(3)  addendums  to  this  agreement.
     Addendum  1  Promissory  Note
     Addendum  2  Royalty  agreement
     Addendum  3  Asset  Search  Purchase  list

There  are  three(3)  Exhibits  attached  to  this  agreement.
     Exhibit  A  Minutes  of  GPMT  Board  Meeting  dated  2/21/2002
     Exhibit  B  Minutes  of  GPMT  Board  Meeting  dated  3/13/2002
     Exhibit  C  Minutes  of  Swan  Board  Meeting  dated  2/22/2002

7.     MISCELLANEOUS.

The  interpretation  and  enforcement of this Agreement shall be governed by the
internal  laws of the State of Texas, without regard to its conflict of interest
laws.  The  headings are provided for convenience only and are not to be used in
construing  the  meaning  of  any section of this Agreement.  Section 1.0 in its
entirety  is provided solely for informational purposes only and does not create
any  legal  duties  or  obligations  on the parties unless otherwise stated in a
separate  section of this Agreement.  If a court of competent jurisdiction shall
find  any  section  of  this  Agreement  unenforceable, all other sections shall
remain  in  effect.  If  the  parties  shall resort to litigation to resolve any
dispute  concerning  any aspect of this Agreement, the prevailing party shall be
awarded  reasonable  attorney's  fees  and  costs.

EXECUTED,  on  the  date  first  above  written  by  and  between:


GROUP  MANAGEMENT  CORPORATION,  BY:          SWAN  MAGNETICS,  INC.,  BY:


/s/ Elorian Landers                           /s/ Clay Borders
______________________________                ____________________________
ELORIAN  LANDERS,  PRESIDENT                  CLAY  BORDERS,  PRESIDENT


LUMAR  WORLDWIDE  INDUSTRIES,  INC.,  BY:


/s/ Darren-Anthony Lumar
_________________________________
DARREN-ANTHONY  LUMAR,  PRESIDENT

<PAGE>



             PROMISSORY NOTE - PAYABLE ON A DESIGNATED DATE OR DATES



$2,500,000  (Two  Million  Five  Hundred  Thousand)     Sugar  Land,  Texas


          For value received, the undersigned, Lumar Worldwide Industries, Inc.,
("LWI") of 13135 Dairy Ashford, Suite 560, Sugar Land, Texas 77478, herein after
referred  to  as  ("Maker") promises  to  pay  to  Group Management Corporation,
formerly known as Internet Venture Group,  Inc.  ("iVG") of 13135 Dairy Ashford,
Suite  525, Sugarland, TX, 77478, herein  after  referred  to  as  ("Payee"),the
principal  sum  of  (Two  Million  Five  Hundred Thousand) Dollars ($2,500,000),
                    -------------------------------------          ------------
together  with  interest at the  rate  hereinafter  provided  for  on the unpaid
principal  balance  of  this  note  from  until  paid  in  full.

          Interest  shall accrue on the unpaid and outstanding principal balance
of  this  note  commencing  on the date hereof and continuing until repayment of
this  note in full at a rate per annum equal to prime plus 1%. (payment schedule
                                                --------------------------------
attached). Interest and principal payments will be accelerated if and when funds
-------- are  verified  within  Swan  Magnetics.

          Maker  shall  make  all payments hereunder to Payee in lawful money of
the  United  States  and  in  immediately  available  funds.

          Payee  may not accelerate the maturity of this note in the event Maker
is  in  breach  or  default  of any of the terms, conditions or covenants of any
other  agreement  with  Payee  or  its  affiliates.

          In  the  event  any  installment provided for herein is not paid on or
before  two (2) days following its due date, Maker promises to pay to the holder
of  this  promissory  note  an amount equal to one percent (1%) of the amount of
such  installment.  In  addition,  Maker  promises  to  pay interest on any such
unpaid installment from the date due until such installment is paid in full at a
per  annum  rate  equal  to  the  lesser  of three percent (3%).  Time is of the
essence.

          Maker waives presentment, demand, notice of demand, protest, notice of
protest  or  notice  of  nonpayment in connection with the delivery, acceptance,
performance,  default  or  enforcement  of  this  note  or  of  any  document or
instrument  evidencing  any  security  for  payment  of  this  note.

          Failure  at  any time to exercise any of the rights of Payee hereunder
shall  constitute  a waiver of such rights and shall not be a bar to exercise of
any  of  such  rights  at a later date.  In the event of commencement of suit to
enforce  payment of this note, the prevailing party shall be entitled to receive
the  costs  of  collection including reasonable attorneys' fees and court costs.

          Nothing  contained in this note shall be deemed to require the payment
of  interest  or  other  charges  by  Maker or any other person in excess of the
amount, which the Payee may lawfully charge under the applicable usury laws.  In
the  event  that  Payee  shall  collect  moneys  which  are deemed to constitute
interest which would increase the effective interest rate to a rate in excess of
that  permitted  to  be  charged  by  applicable  law,  all  such sums deemed to
constitute  interest  in  excess of the legal rate shall be credited against the
principal  balance  of  this  note  then  outstanding,  and  any excess shall be
returned  to  Maker.

<PAGE>

          IN WITNESS WHEREOF, the undersigned has caused this promissory note to
be  duly  executed  as  of  the  date  first  written  below.


Dated:  __________________     [Maker] /s/
                                      __________________________________________



                               By: _____________________________________________

                               Title: __________________________________________



<PAGE>
                                PAYMENT SCHEDULE



     Due Date                                Amount Due
     --------                                ----------
     April 30, 2003                               $0.00

     April 30, 2004                               $0.00

     April 30, 2005                            $122,500

     April 30, 2006                            $122,500

     April 30, 2007                            $122,500

     April 30, 2008                            $122,500

     April 30, 2009                          $2,622,500



<PAGE>


                                ROYALTY AGREEMENT


   ADDENDUM TO AGREEMENT TO PURCHASE SWAN MAGNETIC FROM GPMT BY LUMAR WORLD WIDE
                      INDUSTRIES INC. DATED MARCH 6TH 2002


The  Parties  in  the  above referenced agreement agree and enter into a royalty
agreement  for any and all products sold by Swan Magnetic or its wholly owned or
partially  owned  subsidiaries,  business  partners,  or alliances in which Swan
Magnetic  or  its  subsidiaries  receive  a participation, for a period of seven
years.

1.   ROYALTY The  Royalty payable to GPMT will be equal to 4% of the gross Sales
on  any  products  sold by or through Swan, directly, via licenses, alliance, or
other  agreement  that  yields  a  revenue  for  Swan  or  its  Subsidiaries.

2.   TERM  The  term  of  this  agreement  shall  be  for  Seven(7)  years.

3.   PRODUCTS  Products shall refer to any item that is manufactured, licensed,
or resold  by  Swan  or  its  subsidiaries.

4.   NOTICE  Lumar WorldWide Industries Inc. will provide written notice  within
30  days  of  the end of each quarter to GPMT at GPMT's offices located at 13135
Dairy Ashford, Suite 525 Sugar Land TX 77478, on a quarterly basis the amount of
the  gross sales of Swan & its subsidiaries and the amount of Royalties that are
due  GPMT.

5.   PAYMENT  Payment will be due 60 days after the end of each Quarter in cash.
Cash  shall  refer to any cash or cash equivalent in monies of the United States
of  America.

The  internal  laws  of  the  State of Texas shall govern the interpretation and
enforcement  of  this  Agreement.

<PAGE>