Exhibit 10.20

      THIS LOAN AND SECURITY AGREEMENT dated as of July 30, 2001, BETWEEN:

      IVP Technology  Corporation,  a corporation  incorporated  pursuant to the
laws of the State of Nevada (hereinafter referred to as "IVP") OF THE FIRST PART
AND

      Clarino  Investments   International  Ltd.,  a  corporation   incorporated
pursuant to the laws of Anguilla (hereinafter referred to as "Clarino")
                                                             OF THE SECOND PART
AND

      Berra  Holdings Ltd., a corporation  incorporated  pursuant to the laws of
the Turks & Caicos Islands (hereinafter referred to as "Berra")
                                                               OF THE THIRD PART

      WHEREAS,  IVP has  requested  that Berra lend the sum of one  hundred  and
eighty-seven thousand, five hundred dollars ($187,500) to IVP;

      AND  WHEREAS,  Berra has  agreed to make such loan to IVP on the terms and
conditions set out in this Agreement.

      NOW,  THEREFORE,  in  consideration of the premises and to induce Berra to
extend the loan, the parties hereto hereby agree amongst  themselves as follows:

SECTION 1. DEFINITIONS.

      As used herein, the following terms shall have the following meanings, and
shall be equally  applicable  to both the singular and plural forms of the terms
defined:

      Agreement shall meant this Loan and Security  Agreement  together with all
schedules and exhibits hereto, as amended,  supplemented,  or otherwise modified
from time to time.

      Applicable  Law shall  mean the laws of the State of Nevada  (or any other
jurisdiction whose laws are mandatorily applicable  notwithstanding the parties'

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choice of Nevada  law) or the laws of the United  States of  America,  whichever
laws  allow the  greater  interest,  as such laws now exist or may be changed or
amended or come into effect in the future.

      Business Day shall mean any day other than a Saturday,  Sunday,  or public
holiday or the equivalent for banks in New York City.

      Closing Date means the date first set forth above.

      Code shall have the meaning specified in Section 8(d).

      Collateral shall have the meaning specified in Section 2.

      Contingent   Obligation   means  any  direct,   indirect,   contingent  or
non-contingent  guaranty or obligation for the  indebtedness  of another Person,
except endorsements in the ordinary course of business.

      Effective  Date  shall  mean  the  date  on  which  all of the  conditions
specified in Section 3.3 shall have been satisfied.

      Event of Default shall mean any event specified in Section 7.

      Financial Statements shall have the meaning specified in Section 6.1.

      GAAP shall mean  generally  accepted  accounting  principles in the United
States of America, as in effect from time to time.

      Loans shall mean the loans and financial accommodations made by the Berra
to the IVP in accordance with the terms of this Agreement and any Note delivered
hereunder.

      Loan Documents shall mean,  collectively,  this Agreement,  the Notes, and
all other present and future documents, agreements,  certificates,  instruments,
and opinions  delivered  by IVP under,  in  connection  with or relating to this
Agreement,  or any other present or future instrument or agreement between Berra
and IVP, as each of the same may be  amended,  modified,  extended,  restated or
supplemented from time to time.

      Material Adverse Change shall mean, with respect to any Person, a material
adverse  change in the  business,  operations,  results of  operations,  assets,
liabilities, or financial condition of such Person taken as a whole.

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      Material Adverse Effect shall mean, with respect to any Person, a material
adverse  effect on the  business,  operations,  results of  operations,  assets,
liabilities, or financial condition of such Person taken as a whole.

      Note shall mean each Promissory Note, in  substantially  the form attached
hereto,  made  by IVP in  favor  of the  Berra,  as  amended,  supplemented,  or
otherwise modified from time to time.

      Obligations  shall  mean and  include  all loans  (including  the  Loans),
advances, debts, liabilities,  obligations, covenants and duties owing by IVP to
Berra of any kind or nature,  present or future, whether or not evidenced by the
Note or any note, guaranty or other instrument,  whether or not arising under or
in connection with, this Agreement, any other Loan Document or any other present
or future  instrument  or  agreement,  whether or not for the  payment of money,
whether  arising by reason of an extension of credit,  opening,  guaranteeing or
confirming  of a letter of credit,  loan,  guaranty,  indemnification  or in any
other manner, whether direct or indirect (including those acquired byassignment,
purchase,  discount or otherwise),  whether  absolute or  contingent,  due or to
become due, now due or hereafter arising and however acquired (including without
limitation  all  loans  previously  made by Berra to  IVP).  The term  includes,
without  limitation,  all interest  (including  interest accruing on or after an
bankruptcy,  whether or not an allowed claim),  charges,  expenses,  commitment,
facility,  closing  and  collateral  management  fees,  letter of  credit  fees,
reasonable  attorneys' fees, taxes and any other sum properly  chargeable to IVP
under this  Agreement,  the other Loan  Documents or any other present or future
agreement  between  Berra  and  IVP.

      Person  shall  mean  any  individual,  sole  proprietorship,  partnership,
limited   liability   partnership,    joint   venture,   trust,   unincorporated
organization,  association, corporation, limited liability company, institution,
entity,  party,  or government  (including any division,  agency,  or department
thereof), and the successor, heirs, and assigns of each.

      Solvent means, with respect of any Person, that as of the date as to which
such Person's solvency is measured:

                (a)     the fair  saleable  value of its  assets is in excess of
                        the   total   amount  of  its   liabilities   (including
                        contingent  liabilities  as  valued in  accordance  with
                        GAAP) as they become absolute and matured;

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                (b)     it has sufficient  capital to conduct its business; and

                (c)     it is able  generally to meets its debts as they mature.


      Taxes shall have the meaning specified in Section 5.5.

SECTION 2. CREATION OF SECURITY INTEREST; COLLATERAL.

      Clarino hereby  assigns and grants to Berra a first  security  interest in
all of Clarino's right,  title, and interest in and to the collateral  described
in the next sentence (the "Collateral") to secure the payment and performance of
all the  Obligations.  Collateral  means  two  million,  five  hundred  thousand
(2,500,000)  common shares in the capital  stock of IVP currently  registered to
and beneficially owned by Clarino.

SECTION 3. THE CREDIT FACILITY.

      SECTION 3.1.  Borrowings.

      Berra,  subject to the terms and conditions of this  Agreement,  agrees to
make a Loan to IVP in three drawdowns,  at IVP's request,  in a principal amount
not to exceed $187,500.  Notwithstanding  anything herein to the contrary, Berra
shall  be  obligated  to make  such  Loan  only  after  the  Berra,  in its sole
discretion, determines that the applicable conditions for borrowing contained in
Sections 3.3 and 3.4 are satisfied.

      SECTION 3.2.  Application of Proceeds.

      IVP  shall use the  proceeds  of the Loans  for its  general  working  and
capital purposes.

      SECTION 3.3.  Conditions to Loan.

            (a)     The  obligation  of Berra to make  the  Loan is  subject  to
                    Berra's  receipt of the following,  on or before the Closing
                    Date,  each  dated the date of the Loan or as of an  earlier
                    date acceptable to Berra, or form and substance satisfactory
                    to  Berra  and  its  counsel:

                   (i)   completed   requests  for  information   (Form  UCC-11)
                         listing all effective Uniform Commercial Code financing
                         statements  naming  IVP as  debtor  and all  tax  lien,
                         judgment,  and  litigation  searches for the IVP as the
                         Berra shall deem necessary or desirable;

                   (ii)  a Note duly executed by the IVP  evidencing  the amount
                         of such Loan;

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                   (iii) a   certificate   of  the  Secretary  or  an  Assistant
                         Secretary of IVP ("Secretary's Certificate") certifying
                         (A) that attached to the  Secretary's  Certificate is a
                         true, complete, and accurate copy of the resolutions of
                         the  Board  of  Directors  of the IVP  (or a  unanimous
                         consent of directors in lieu thereof)  authorizing  the
                         execution, delivery, and performance of this Agreement,
                         the  other  Loan   Documents,   and  the   transactions
                         contemplated   hereby  and   thereby,   and  that  such
                         resolutions have not been amended or modified since the
                         date of such  certification  and are in full  force and
                         effect; (B) the incumbency,  names, and true signatures
                         of the officers of the IVP  authorized to sign the Loan
                         Documents to which it is a party;  (C) that attached to
                         the Secretary's  Certificate is a true and correct copy
                         of the Articles or Certificate of  Incorporation of the
                         Company,  as amended,  which Articles or Certificate of
                         Incorporation have not been further modified,  repealed
                         or rescinded and are in full force and effect; (D) that
                         attached  to the  Secretary's  Certificate  of IVP is a
                         true and correct copy of the Bylaws, as amended,  which
                         Bylaws of the Company have not been further modified or
                         rescinded  and are in full  force and  effect;  and (E)
                         that attached to the Secretary's Certificate is a valid
                         Certificate of Good Standing issued by the Secretary of
                         the State of IVP's state of incorporation;

                   (iv)  the opinion of counsel for IVP  covering  such  matters
                         incident  to  the  transactions  contemplated  by  this
                         Agreement as Berra may reasonably require;

                   (v)   evidence of the  consent or  authorization  of,  filing
                         with or other act by or in respect of any  governmental
                         agency or  authority  or any other  Person  required in


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                         connection with the execution,  delivery,  performance,
                         validity or  enforceability  of this Agreement,  or the
                         other  Loan  Documents  or  the   consummation  of  the
                         transactions contemplated hereby or thereby; and

                   (vi)  such other  documents,  agreements  and  instruments as
                         Berra  deems   necessary   in  its  sole  and  absolute
                         discretion   in   connection   with  the   transactions
                         contemplated hereby.

            (b)    The security  interests in the Collateral  granted by Clarino
                   in favor of Berra under this  Agreement  shall have been duly
                   perfected and shall constitute first priority liens.

      SECTION 3.4. Additional Conditions Precedent.

      The  obligations of Berra to make the Loan is subject to the  satisfaction
of the following additional conditions precedent:

            (a)    There shall be no pending or, to the  knowledge  of IVP after
                   due inquiry, threatened litigation,  proceeding,  inquiry, or
                   other action (i) seeking an  injunction  or  otherrestraining
                   order,   damages,   or  other  relief  with  respect  to  the
                   transactions contemplated by this agreement or the other Loan
                   Documents or thereby or (ii)which affects or could affect the
                   business,  prospects,  operations,  assets,  liabilities,  or
                   condition  (financial or otherwise)  or IVP,  except,  in the
                   caseof  clause  (ii),  where  such  litigation,   proceeding,
                   inquiry,  or other  action  could not be  expected  to have a
                   Material Adverse Effect in the judgment of Berra;

            (b)    all   representations   and  warranties   contained  in  this
                   Agreement  and the  other  Loan  Documents  shall be true and
                   correct  on and as of the date of such Loan as if then  made,
                   other than  representations  and  warranties  that  expressly
                   relate  solely to an earlier  date,  in which case they shall
                   have been true and correct as of such earlier date;

            (c)    no Event of Default or event  which with the giving of notice
                   or the passage of time, or both, would constitute an Event of


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                   Default shall have occurred and be continuing or would result
                   from the making of the requested  Loan as of the date of such
                   request; and


            (d)    Clarino  shall  be  deemed  to  have  hereby  reaffirmed  and
                   ratified all security  interests hereto granted by Clarino to
                   Berra.

      SECTION 3.5.      Interest Rate; Repayment.

      The interest rate applicable to the Loan made by the Berra hereunder,  and
the repayment date for such Loan, are as set forth in the Note  evidencing  such
Loan.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

      SECTION 4.1. Good Standing; Qualified to do Business.

      IVP (a) is duly organized,  validly  existing,  and in good standing under
the laws of the State of its  organization,  (b) has the power and  authority to
own its  properties  and assets and to transact  the  businesses  in which it is
presently,  or proposes to be engaged,  and (c) is duly qualified and authorized
to do  business  and is in good  standing  in every  jurisdiction  in which  the
failure to be so qualified could have a Material Adverse Effect on (i) IVP, (ii)
IVP's ability to perform its obligations under the Loan Documents,  or (iii) the
rights of Berra hereunder.

      Clarino (a) is duly  organized,  validly  existing,  and in good  standing
under  the  laws of  Anguilla,  (b)  has  the  power  and  authority  to own its
properties  and assets and to transact the  businesses in which it is presently,
or proposes to be,  engaged,  and (c) is duly  qualified  and  authorized  to do
business and is in good standing in every  jurisdiction  in which the failure to
be so  qualified  could  have a Material  Adverse  Effect on (i)  Clarino,  (ii)
Clarino's ability to perform its obligations under the Loan Documents,  or (iii)
the rights of Berra hereunder.

      SECTION 4.2. Due Execution, etc.

      The execution, delivery, and performance by IVP and Clarino of each of the
Loan Documents to which it is a party are within the respective powers of IVP
and Clarino, do not contravene the organizational documents, if any, of IVP and
Clarino, and do not

            (a)    violate any law or regulation,  or any order or decree of any
                   court or governmental authority,

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            (b)    conflict  with or result  in a breach  of,  or  constitute  a
                   default under, any material indenture,  mortgage,  or deed of
                   trust or any material lease,  agreement,  or other instrument
                   binding on IVP or Clarino or any of their properties, or

            (c)    require  the  consent,  authorization  by, or  approval of or
                   notice  to or filing or  registration  with any  governmental
                   authority or other Person,  except as may be set forth in the
                   Schedule.

      This  Agreement is, and each of the other Loan  Documents to which IVP and
Clarino are or will be a party, when delivered hereunder or thereunder, will be,
the legal,  valid, and binding obligation of IVP and Clarino enforceable against
the IVP and Clarino in accordance with its terms,  except as enforceability  may
be limited by bankruptcy, insolvency, or similar laws affecting creditors' right
generally and by general principles of equity.

      SECTION 4.3. Solvency/ No Liens.

      IVP and Clarino are Solvent and will be Solvent upon the completion of all
transactions contemplated to occur hereunder (including, without limitation, the
Loan to be made on the Effective  Date); the security  interests  granted herein
constitute  and shall at all times  constitute  the first and only  liens on the
Collateral; and IVP is, or will be at the time additional Collateral is acquired
by it, the absolute  owner of the  Collateral  with full right to pledge,  sell,
consign, transfer, and create a security interest therein, free and clear of any
and all claims or liens in favor of any other Person.

      SECTION 4.4. No Judgments, Litigation.

      No  judgments  are  outstanding  against  IVP or Clarino  nor is there now
pending  or,  to the best of the IVP's  knowledge,  threatened  any  litigation,
contested  claim,  or  governmental  proceeding  by or  against  the IVP  except
judgments  and  pending  or  threatened   litigation,   contested  claims,   and
governmental  proceedings  which  would not, in the  aggregate,  have a Material
Adverse Effect on IVP or Clarino.

      SECTION 4.5. No Defaults.

      IVP is not in  default or has not  received a notice of default  under any
material contract, lease, or commitment to which it is a party or by which it is
bound.  IVP knows of no dispute  regarding  any contract,  lease,  or commitment
which could have a Material Adverse Effect on IVP.

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      SECTION 4.6. Collateral Locations.

      Coincidentally  with the execution of this Agreement,  Clarino shall lodge
the  collateral  with  a  mutually  agreeable  trustee  to  be  identified.  The
Collateral shall be held by the trustee until such time as the Loan is repaid by
IVP or until an Event of Default  takes place and the  Collateral is released to
Berra.

      SECTION 4.7. Corporate and Trade Names

      During  the past five  years,  IVP has not been known by or used any other
corporate,  trade or  fictitious  name  except  for its name as set forth on the
signature page of this Agreement.

      SECTION 4.8. No Events of Default.

      No Event of  Default  has  occurred  and is  continuing  nor has any event
occurred  which,  with the giving  notice of notice or the  passage of time,  or
both,  would  constitute  an Event of Default.

      SECTION 4.9. No Limitation on Berra's Rights.

      None of the Collateral is subject to the contractual  obligations that may
restrict or inhibit the Berra's  rights or  abilities  to sell or dispose of the
Collateral  or any part  thereof  after the  occurrence  of an Event of Default.

      SECTION 4.10. Perfection and Priority of Security Interest.

      This  Agreement  creates a valid  and,  upon  completion  of all  required
filings of financing  statements,  perfected,  and first priority and exclusive,
security interest in the Collateral securing the payment of all the Obligations.

      SECTION 4.11. Consents and Filings.

      No consent,  authorization or approval of, or filing with or other act by,
any shareholders of either IVP or Clarino or any governmental authority or other
Person is required in  connection  with the  execution,  delivery,  performance,
validity or  enforceability  of this Agreement or any other Loan  Document,  the
consummation  of  the  transactions   contemplated  hereby  or  thereby  or  the
continuing  operations  of either IVP or Clarino  following  such  consummation,
except those that have been obtained or made.

      SECTION 4.12. Financial Statements.

      IVP has  provided to Berra  complete and  accurate  Financial  Statements,
which have been  prepared  in  accordance  with GAAP  (except for the absence of
footnotes and subject to normal year-end adjustments with respect to unaudited


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financial  statements)  consistently applied throughout the periods involved and
fairly present the financial  position and results of operations of IVP for each
of the  periods  covered,  subject,  in the  case  of  any  quarterly  financial
statements,  to normal year-end adjustments and the absence of notes. IVP has no
Contingent Obligation or liability for Taxes, unrealized losses, unusual forward
or long-term  commitments  or long-term  leases,  which is not reflected in such
Financial  Statements or the footnotes  thereto.  Since the last date covered by
such Financial Statements, there has been no sale, transfer or other disposition
by IVP of any material part of its business or property and no purchase or other
acquisition  of any  business or property  (including  any capital  stock of any
other  Person)  material in relation to the  financial  condition of IVP at said
date. Since said date, (i) there has been no change, occurrence,  development or
event which has had or could  reasonably be expected to have a Material  Adverse
Effect and (ii) none of the  capital  stock of IVP has been  redeemed,  retired,
purchased or otherwise  acquired for value by IVP.

      SECTION 4.13. Accuracy and completeness of Information.

      All data,  reports,  and  information  heretofore,  contemporaneously,  or
hereafter  furnished  by or on behalf of IVP and  Clarino in writing to Berra or
for purposes of or in connection with this Agreement or any other Loan Document,
or any  transaction  contemplated  hereby  or  thereby,  are or will be true and
accurate in all  material  respects on the date as of which such data,  reports,
and  information  are dated or certified and not incomplete by omitting to state
any material fact  necessary to make such data,  reports,  and  information  not
misleading  at such time.  There are no facts now known to either IVP or Clarino
which  individually or in the aggregate  would  reasonably be expected to have a
Material  Adverse  Effect  and  which  have not been  specified  herein,  in the
Financial Statements, or in any certificate, opinion, or other written statement
previously  furnished by either IVP or Clarino to Berra.

SECTION 5. COVENANTS OF IVP.

      SECTION 5.1. Existence, etc.

      IVP shall:  (a) retain its  existence  and its current  yearly  accounting
cycle,  (b) maintain in full force and effect all licenses,  bonds,  franchises,
leases, trademarks,  patents, contracts, and other rights necessary or desirable
to the profitable  conduct of its business unless the failure to do so could not
reasonably  be  expected  to have a  Material  Adverse  Effect  on the IVP,  (c)


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continue in, and limits its operations to, the same general lines of business as
those  presently  conducted by it, and (d) comply with all  applicable  laws and
regulations of any federal, state, or local governmental  authority,  except for
such laws and  regulations  the violations of which would not, in the aggregate,
have a Material Adverse Effect on IVP.

      SECTION 5.2. Notice to Berra.

      As soon as possible, and in any event within five days after IVP learns of
the following,  IVP will give written notice to Berra of the following:

            (a)    any  proceeding  instituted or threatened to be instituted by
                   or against IVP in any federal, state, local, or foreign court
                   or before any commission or other  regulatory  body (federal,
                   state,  local, or foreign) involving a sum, together with the
                   sum involved in all other similar  proceedings,  in excess of
                   $10,000 in the aggregate,

            (b)    any contract  that is terminated or amended and which has had
                   or could  reasonably  be expected to have a Material  Adverse
                   Effect on IVP,

            (c)    the occurrence of any Material Adverse Change with respect to
                   IVP;

            (d)    the  occurrence of any Event of Default or event or condition
                   which, with notice or lapse of time or both, would constitute
                   an Event of Default,  together with a statement of the action
                   which IVP has taken or proposes to take with respect thereto;

            (e)    of any copyright  registration made by it, any rights IVP may
                   obtain to any copyrightable  works, new trademarks or any new
                   patentable inventions, and of any renewal of extension of any
                   trademark  registration,  or if  it  shall  otherwise  become
                   entitled to the  benefit of any patent or patent  application
                   or trademark or trademark application; and

            (f)    of the  opening  of any new bank  account  or  other  deposit
                   account, and any new securities account.

      SECTION 5.3. Maintenance of Books and Records.

      IVP shall (i) maintain books and records  (including  computer records) in
such detail,  form and scope as is customary for companies in similar businesses
in  similar  situations  and (ii)  provide  Berra and its  agents  access to the


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premises of IVP at any time and from time to time,  during normal business hours
and upon reasonable notice under the circumstances, and at any time on and after
the  occurrence  and during the  existence  of an Event of Default,  or event or
condition which, with notice or lapse of time or both, would constitute an Event
of Default,  for the  purposes of (A)  inspecting  and  verifying  the books and
records of IVP,  (B)  inspecting  and  copying  (at IVP's  expense)  any and all
records  pertaining  thereto,  and (C)  discussing  the  affairs,  finances  and
business  of IVP with any  officer,  employee  or  director of IVP or with IVP's
accountants.  IVP shall  reimburse  Berra for the reasonable  travel and related
expenses of Berra's employees or, at Berra's option, of such outside accountants
or  examiners  as may be retained by Berra to verify or inspect  IVP's books and
records.

      SECTION 5.4. Taxes.

      IVP will pay, when due, all taxes, assessments,  claims, and other charges
("Taxes")  lawfully levied or assessed  against IVP or the Collateral other than
taxes that are being  diligently  contested in good faith by IVP by  appropriate
proceedings  promptly  instituted  and for which an  adequate  reserve  is being
maintained by IVP in accordance  with GAAP. If any Taxes remain unpaid after the
date fixed for the  payment  thereof,  or if any lien shall be claimed  thereof,
then without notice to IVP, but on IVP's behalf,  Berra may pay such Taxes,  and
the amount thereof shall be included in the Obligations.

      SECTION 5.5. Change of Location, Structure, or Identify.

      IVP will give Berra at least 30 days prior written notice of any change of
IVP's  chief  executive  officer or of the  opening of any  additional  place of
business.

      SECTION 5.6. Solvency.

      IVP shall be and remain Solvent at all times.

      SECTION 5.7. Fundamental Changes.

      IVP shall not (a) amend or modify its name,  unless IVP  delivers to Berra
thirty days prior to any such proposed amendment or modification  written notice
of such amendment or  modification  and within ten days before such amendment or
modification  delivers executed Uniform Commercial Code financing statements (in
form and substance  satisfactory to Berra) or (b) merge or consolidate  with any
other entity or make any material change in its capital structure,  in each case
without Berra's prior written consent which shall not be unreasonably  withheld.


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      SECTION 5.8. Change in Nature of Business.

      IVP will not at any time  make any  material  change  in the  lines of its
business as carried on at the date of this  Agreement or enter into any new line
of  business:  provided  that IVP may enter  businesses  reasonably  related  or
incidental to its current lines of business.

      SECTION 5.9. Sales of Assets.

      IVP will not, directly or indirectly,  in any fiscal year, sell,  transfer
or  otherwise  dispose  of any  assets,  or grant any  option or other  right to
purchase  or  otherwise  acquire  any assets  other than (i)  equipment  with an
aggregate  value of less than  $25,000  the  proceeds  of which shall be paid to
Berra and applied to the  Obligations,  (ii) sales of  inventory in the ordinary
course of business and (iii) licenses or sublicenses on a non-exclusive basis of
intellectual  property in the ordinary course of IVP's  business.

      SECTION 5.10. Loans to Other Persons.

      IVP will not at any time make loans or advance any credit (except to trade
debtors in the  ordinary  course of business) to any Person in excess of $10,000
in the aggregate at any time for all such loans.

      SECTION 5.11. Additional Requirements.

      IVP shall take all such  further  actions  and  execute  all such  further
documents and instruments as Berra may reasonably request.

SECTION 6.  FINANCIAL STATEMENTS.

      Until the payment and satisfaction in full of all  Obligations,  IVP shall
deliver to Berra the following financial information:

      SECTION 6.1. Annual Financial Statements.

      As soon as  available,  but not later  than 90 days  after the end of each
fiscal year of IVP and its consolidated  subsidiaries,  the consolidated balance
sheet,  income statement,  and statements of cash flows and shareholders  equity
for IVP and its consolidated  subsidiaries (the "Financial Statements") for such
year, reported on by independent certified public accountants without an adverse
qualification; and

      SECTION 6.2. Quarterly Financial Statements.

      As soon as available,  but not later than 45 days after the end of each of
the first three fiscal  quarters in any fiscal year of IVP and its  consolidated
subsidiaries,  the Financial Statements for such fiscal quarter, together with a


                                       13
<PAGE>

certification duly executed by a responsible  officer of IVP that such Financial
Statements  have been prepared in accordance  with GAAP and are fairly stated in
all material respects (subject to normal year-end audit adjustments).

SECTION 7. EVENTS OF DEFAULT.

      The occurrence of any of the following events shall constitute an Event of
Default hereunder:

            (a)    IVP shall fail to pay when due any principal,  interest,  fee
                   or other  amount  required  to be paid by the IVP under or in
                   connection with any Note and this Agreement;

            (b)    any  representation  or  warranty  made or deemed made by IVP
                   under  or  in  connection  with  any  Loan  Document  or  any
                   Financial  Statement  shall  prove  to  have  been  false  or
                   incorrect in any material respect when made or deemed made;

            (c)    any defined  "Event of  Default"  shall occur under any other
                   Loan  Document;  or IVP or any Person shall deny or disaffirm
                   its obligations  under any of the Loan Documents or any Liens
                   granted in connection  therewith or shall otherwise challenge
                   any of its obligations  under any of the Loan  Documents;  or
                   any  Liens  granted  in  any  of  the  Collateral   shall  be
                   determined to be void, voidable or invalid,  are subordinated
                   or are not given the priority contemplated by this Agreement;
                   or any Loan  Document  shall for any reason cease to create a
                   valid and perfected  Lien on the  Collateral  purported to be
                   covered thereby, of first priority;

            (d)    dissolution,  liquidation,  winding up, or cessation of IVP's
                   business,  failure of the IVP  generally  to pay its debts as
                   they  mature,  admission  in writing by IVP of its  inability
                   generally  to pay its debts as they  mature,  or calling of a
                   meeting of IVP's creditors for purposes of  compromising  any
                   of IVP's debts;

            (e)    the  commencement  by  or  against  IVP  of  any  bankruptcy,
                   insolvency,  arrangement,  reorganization,  receivership,  or
                   similar  proceedings  under any  federal or state law and, in


                                       14
<PAGE>

                   the case of any such involuntary proceeding,  such proceeding
                   remains undismissed or unstayed for thirty days following the
                   commencement   thereof,   or  any  action  by  IVP  is  taken
                   authorizing any such proceedings;

            (f)    an  assignment  for the benefit of  creditors is made by IVP,
                   whether  voluntary  or  involuntary,  the  appointment  of  a
                   trustee, custodian,  receiver, or similar official for IVP or
                   for any  substantial  property  of IVP,  or any action by IVP
                   authorizing any such proceeding;

            (g)    IVP suffers or sustains a Material Adverse Change;

            (h)    any tax lien, other than a Permitted Lien, is filed of record
                   against  IVP and is not  bonded  or  discharged  within  five
                   Business Days;

            (i)    any  material   covenant,   agreement,   or  obligation,   as
                   determined in the sole  discretion of Berra,  made by the IVP
                   and  contained in or  evidenced by any of the Loan  Documents
                   shall cease to be  enforceable,  or shall be determined to be
                   unenforceable,  in accordance with its terms;  IVP shall deny
                   or disaffirm the Obligations  under any of the Loan Documents
                   or any liens  granted in connection  therewith;  or any liens
                   granted on any of the  Collateral  in favor of Berra shall be
                   determined to be void, voidable,  or invalid, or shall not be
                   given the priority contemplated by this Agreement; or

SECTION 8. REMEDIES.

      If any Event of Default shall have occurred and be continuing:

            (a)    Berra may, without prejudice to any of its other rights under
                   any Loan Document or Applicable Law,  declare all Obligations
                   to  be  immediately  due  and  payable  without  presentment,
                   representation,  demand of  payment,  or  protest,  which are
                   hereby express waived.

            (b)    Berra may take  possession  of the  Collateral  and, for that
                   purpose may enter,  with the aid and assistance of any person
                   or persons,  any premises  where the  Collateral  or any part
                   hereof is, or may be placed, and remove the same.

            (c)    The obligation of Berra, if any, to make additional  Loans or
                   financial accommodations of any kind to IVP shall immediately
                   terminate.
                                       15
<PAGE>

            (d)    Berra may exercise in respect of the Collateral,  in addition
                   to other rights and  remedies  provided for herein (or in any
                   Loan  Document) or otherwise  available to it, all the rights
                   and remedies of a secured party under the applicable  Uniform
                   Commercial  Code (the "Code")  whether or the Code applies to
                   the affected  Collateral  and also may (i) require IVP and/or
                   Clarino to, and IVP hereby agrees that it will at its expense
                   and upon  request  of Berra  forthwith,  deliver or cause the
                   delivery  of all or part of the  Collateral  as  directed  by
                   Berra  and  make it  available  to  Berra  at a  place  to be
                   designated  by Berra that is  reasonably  convenient  to both
                   parties and (ii) without  notice  except as specified  below,
                   sell  the  Collateral  or any  part  thereof  in one or  more
                   parcels at public or private sale, at any of Berra's  offices
                   or elsewhere,  for cash, on credit,  or for future  delivery,
                   and upon  such  other  terms as Berra  may deem  commercially
                   reasonable.

            (e)    Berra  may   accelerate   or  extend  the  time  of  payment,
                   compromise,  issue  credits,  or bring  suit on all  accounts
                   receivable  ("Receivables") and other Collateral (in the name
                   of IVP or Clarino) and otherwise  administer  and collect the
                   Receivables and other Collateral.

            (f)    Berra may collect,  receive,  dispose of and realize upon any
                   investment property  Collateral,  including withdrawal of any
                   and all funds from any securities accounts.

            (g)    All  cash  proceeds  received by Berra in respect of any sale
                   of,  collection  form, or other  realization  upon all or any
                   part of the Collateral  may, in the  discretion of Berra,  be
                   held by  Berra  as  collateral  for,  or then or at any  time
                   thereafter applied in whole or in part by Berra against,  all
                   or any part of the  Obligations  in such order as Berra shall
                   elect.  Any  surplus  of such cash or cash  proceeds  held by
                   Berra and  remaining  after the full and final payment of all
                   the  Obligations  shall be paid over to IVP or to such  other
                   Person to which Berra may be required under  applicable  law,
                   or directed  by a court of  competent  jurisdiction,  to make
                   payment of such surplus.


                                       16
<PAGE>

SECTION 9. MISCELLANEOUS PROVISIONS.

      SECTION 9.1. Notices.

      Except as otherwise  provided  herein,  all notices,  approval,  consents,
correspondence,  or  other  communications  required  or  desired  to  be  given
hereunder shall be given in writing and shall be delivered by overnight courier,
hand  delivery,  or certified or registered  mail,  postage  prepaid,  if to the
Berra, then to Chancery Court,  Leeward Highway,  Providenciales,  Turk & Caicos
Islands,  B.W.I.,  and if to IVP,  then to Suite 300, 54 Village  Centre  Place,
Mississauga,  Ontario  L4Z 1V9,  and if to  Clarino,  then c/o  Webster,  Dyrud,
Victoria  House,  P.O. Box 58, The Valley,  Anguilla,  or such other  address as
shall be designated by IVP,  Berra or Clarino to the other parties in accordance
herewith. All such notices and correspondence shall be effective when received.

      SECTION 9.2. Headings.

      The headings in this  Agreement  are for  purposes of  reference  only and
shall not affect the meaning or construction of any provision of this Agreement.

      SECTION 9.3. Assignments and Participations.

      IVP shall not have the right to assign any Note or this  Agreement  or any
interest therein unless Berra shall have given IVP prior written consent and IVP
and its  assignee  shall have  delivered  assignment  documentation  in form and
substance  satisfactory  to Berra  in its  sole  discretion.  Berra  may  assign
(without  the  consent  of IVP) to one or more  Persons  all or a portion of its
rights  and  obligations  under  this  Agreement  and the other  Loan  Documents
(provided that such Person shall not be a direct or indirect competitor of IVP).
Berra  may sell  participations  in or to all or a  portion  of its  rights  and
obligations  under  this  Agreement  (including,  without  limitation,  all or a
portion of any Loans);  provided,  however,  that Berra's obligations under this
Agreement  shall remain  unchanged.  Berra may, in connection with any permitted
assignment or participation or proposed assignment or participation  pursuant to
this Agreement,  disclose to the assignee or participant or proposed assignee or
participant any  information  relating to IVP furnished to Berra by or on behalf
of IVP.

      SECTION 9.4. Amendments, Waivers and Consents.

      Any amendment or waiver of any provision of this Agreement and any consent
to any departure by IVP from any provision of this Agreement  shall be effective


                                       17
<PAGE>

only by a writing  signed by Berra and shall bind and  benefit IVP and Berra and
their respective successors and assigns, subject, in the case of the IVP, to the
first sentence of Section 9.3.

      SECTION 9.5. Interpretation of Agreement.

      Time is of the essence in each  provision of this  Agreement of which time
is an element.  All terms not defined herein or in a Note shall have the meaning
set forth in the applicable Code, except where the context  otherwise  requires.
To the extent a term or provision of this Agreement  conflicts with any Note, or
any  term  or  provision  thereof,  and is  not  dealt  with  herein  with  more
specificity,  this Agreement shall control with respect to the subject matter of
such term or provision. Acceptance of or acquiescence in a course of performance
rendered under this Agreement  shall not be relevant in determining  the meaning
of this Agreement  even though the accepting or acquiescing  party had knowledge
of the nature of the performance and opportunity for objection.

      SECTION 9.6. Continuing Security Interest.

      This  Agreement  shall  create  a  continuing  security  interest  in  the
Collateral and shall (i) remain in full force and effect until the  indefeasible
payment in full of the  Obligation,  (ii) be binding  upon IVP and  Clarino  and
their  respective  successors  and assigns and (iii)  inure,  together  with the
rights  and  remedies  of Berra  hereunder,  to the  benefit  of  Berra  and its
successors, transferees, and assigns.

      SECTION 9.7. Reinstatement.

      To the extent  permitted by law, this  Agreement and the rights and powers
granted to Berra  hereunder and under the Loan  Documents  shall  continue to be
effective  or be  reinstated  if at any time  any  amount  received  by Berra in
respect of the  Obligations  is  rescinded  or must  otherwise  be  restored  or
returned by Berra upon the insolvency, bankruptcy, dissolution,  liquidation, or
reorganization  of the IVP or upon the appointment of any receiver,  intervenor,
conservator, trustee, or similar official for the or any substantial part of its
assets,  or otherwise,  all as though such  payments had not been made.

      SECTION 9.8. Survival of Provisions.

      All  representations,  warranties,  and covenants of IVP contained  herein
shall survive the execution and delivery of this Agreement,  and shall terminate
only upon the full and final payment and  performance by IVP of the  Obligations
secured hereby.

                                       18
<PAGE>

      SECTION 9.9. Indemnification.

      IVP  agrees  to  indemnify  and hold  harmless  Berra  and its  directors,
officers,  agents,  employees,  and counsel  from and against any and all costs,
expenses,  claims,  or liability  incurred by Berra or such Person hereunder and
under any other Loan  Document or in connection  herewith or  therewith,  unless
such claim or liability shall be due to willful  misconduct or gross  negligence
on the part of Berra or such  Person.  In  addition  and  without  limiting  the
generality of the foregoing, IVP shall, upon demand, pay to Berra all reasonable
costs  and  expenses  incurred  by  Berra  (including  the  reasonable  fees and
disbursements  of  counsel  and  other  professionals)  in  connection  with the
preparation, execution, delivery, administration,  modification and amendment of
the  Loan  Documents,  and  pay to  Berra  all  reasonable  costs  and  expenses
(including  the  reasonable  fees  and   disbursements   of  counsel  and  other
professionals)  paid or  incurred  by Berra in order to enforce or defend any of
its rights under or in respect of this Agreement, any other Loan Document or any
other  document  or  instrument  now or  hereafter  executed  and  delivered  in
connection  herewith,  collect the  Obligations  or  otherwise  administer  this
Agreement,  foreclose  or  otherwise  realize  upon the  Collateral  or any part
thereof,  prosecute  actions  against,  or defend actions by,  account  debtors;
commence,  intervene  in,  or defend  any  action or  proceeding;  initiate  any
complaint to be relieved of the automatic stay in bankruptcy;  file or prosecute
any probate claim, bankruptcy claim, third-party claim, or other claim; examine,
audit,  copy,  and  inspect  any of the  Collateral  or any of IVP's  books  and
records;  protect, obtain possession of, lease, dispose of, or otherwise enforce
Berra's security interest in, the Collateral;  and otherwise  represent Berra in
any  litigation  relating to IVP.

      SECTION 9.10. Counterparts; Signatures by Facsimile.

      This  Agreement  may be  executed in  counterparts,  each of which when so
executed an  delivered  shall be an original,  but both of which shall  together
constitute  one and the same  instrument.  This  Agreement and each of the other
Loan Documents and any notices given in connection  herewith or therewith may be
executed and  delivered by  facsimile  transmission  all with the Same force and
effects  as if the same  was a fully  executed  and  delivered  original  manual
counterpart.

                                       19
<PAGE>

      SECTION 9.11. Severability.

      In case any provision in or obligation under this Agreement or any Note or
any other Loan  Document  shall be invalid,  illegal,  or  unenforceable  in any
jurisdiction,  the  validity,  legality,  and  enforceability  of the  remaining
provisions  or  obligations,  or of such  provision or  obligation  in any other
jurisdiction,  shall not in any way be  affected or  impaired  thereby.

      SECTION 9.12. Entire Agreement.

      IVP,  Clarino and Berra agree that this Agreement and the Schedule  hereto
are the complete and exclusive  statement and agreement between the parties with
respect to the  subject  matter  hereof,  superseding  all  proposals  and prior
agreements,  oral or written, and all other  communications  between the parties
with respect to the subject matter hereof.

      SECTION 9.13. Governing Law.

      The validity,  enforcement and  interpretation  of this Agreement shall be
governed and construed in accordance with the laws of the State of Nevada.

      IN WITNESS  WHEREOF,  the  undersigned the parties hereto have caused this
Agreement to be duly  executed and  delivered by its proper and duly  authorized
officer as of the date first set forth above.

                                IVP TECHNOLOGY CORPORATION

                                /S/ JOHN MAXWELL
                                ------------------------------------------------
                                Name: John Maxwell
                                Title: President


                                CLARINO INVESTMENTS INTERNATIONAL LTD.

                                           [/S/ BY LOEBERG DIRECTORS LTD., Sole
                                           Director]

                                           [                          ]
                                           Name:
                                           Title:      [/S/ Director]

                                       20
<PAGE>


                                BERRA HOLDINGS LTD.

                                           [/S/ BY LOEBERG DIRECTORS LTD., Sole
                                           Director]

                                           [                          ]
                                           Name:
                                           Title:


                                       21
<PAGE>


<TABLE>
<CAPTION>


                            LOAN FROM BERRA HOLDINGS
                            INTEREST ACCRUAL FOR 2001


DATE OF                                                        INTEREST
DEPOSIT               AMOUNT         DAYS       RATE             ACCRUAL
<S>                 <C>               <C>        <C>          <C>          <C>
Aug 13-01           $ 62,470.00       140        6%             1437.67
Aug 24-02           $  1,000.00       129        6%               21.21
Aug 31-01           $ 10,000.00       122        6%              200.55
Sept 11-01          $  5,000.00       111        6%               91.23
Sept 20-01          $  4,000.00       102        6%               67.07
Sept 25-01          $  3,500.00        97        6%               55.81
Oct 10-01           $ 12,000.00        82        6%              161.75
Oct 31-01           $ 17,500.00        61        6%              175.48
Nov 1-01            $ 13,000.00        60        6%              128.22
Dec 13-01           $    550.00        18        6%                1.63
                    -----------                                --------
                    $129,020.00                               $2,340.61    Total interest accrual for 2001
                    ===========                               =========
</TABLE>



                                       22
<PAGE>

                                 PROMISSORY NOTE
                                 ---------------

July 30, 2001

      For value received IVP Technology  Corporation (the "borrower")  agrees to
pay Berra Holdings Ltd. (the "lender") or pursuant to its direction, advances to
IVP as per the attached  schedule  plus interest at 6% per annum both before and
after  demand,  default  and  judgement.  The  amounts  are due to the lender on
demand.

      IVP may at any time prepay any or all of the principal  outstanding  under
this Note, without notice, penalty or bonus.

      IVP hereby waives presentment,  notice of dishonour, protest and notice of
protest.

      Dated the 30th day of July 2001

                                         IVP TECHNOLOGY CORPORATION

                                         By:   /S/ JOHN MAXWELL
                                            ------------------------------------
                                               John Maxwell






                                       23
<PAGE>


Schedule re Note Payable from IVP Technology Incorporated and Berra Holdings
ltd.
(all amounts in U.S. funds)
<TABLE>
<CAPTION>

--------------   ------------    ------------   -------------------------------------
DATE             ADVANCE         BALANCE        SIGNATURE
--------------   ------------    ------------   -------------------------------------
                                                [ALL INFORMATION CONTAINED IN THIS
                                                TABLE WAS HANDWRITTEN, EXCEPT THE
                                                HEADINGS]
--------------   ------------    ------------   -------------------------------------
<S>              <C>             <C>            <C>

--------------   ------------    ------------   -------------------------------------
Aug 13-01        $62,470.--
--------------   ------------    ------------   -------------------------------------
Aug 24-01        $1,000.--
--------------   ------------    ------------   -------------------------------------
Aug 31-01        $10,000.--
--------------   ------------    ------------   -------------------------------------
Sept 11-01       $5,000.--
--------------   ------------    ------------   -------------------------------------
Sept 20-01       $4,000.--
--------------   ------------    ------------   -------------------------------------
Sept 25-01       $3,500.--
--------------   ------------    ------------   -------------------------------------
Oct 10-01        $12,000.--
--------------   ------------    ------------   -------------------------------------
Oct 31-01        $17,500.--
--------------   ------------    ------------   -------------------------------------
Nov 1-01         $13,000.--
--------------   ------------    ------------   -------------------------------------
Dec 3-01           $550.--
--------------   ------------    ------------   -------------------------------------

--------------   ------------    ------------   -------------------------------------
TOTAL            $129,020.00
--------------   ------------    ------------   -------------------------------------
</TABLE>

                                       24