Exhibit 10.11

NEITHER THIS NOTE NOR THE SECURITIES  INTO WHICH THIS NOTE IS  CONVERTIBLE  HAVE
BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY
STATE  SECURITIES  LAWS AND NEITHER THIS NOTE NOR ANY  INTEREST  THEREIN NOR THE
SECURITIES  INTO  WHICH  THIS  NOTE  IS  CONVERTIBLE   MAY  BE  OFFERED,   SOLD,
TRANSFERRED,  PLEDGED OR OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SUCH  ACT AND  SUCH  LAWS OR AN  EXEMPTION  FROM
REGISTRATION  UNDER  SUCH ACT AND SUCH LAWS  WHICH,  IN THE  OPINION  OF COUNSEL
SATISFACTORY TO THE COMPANY, IS AVAILABLE.


                         CONVERTIBLE PROMISSORY NOTE

$200,000                                                          May ____, 2000

FOR VALUE RECEIVED, IVP TECHNOLOGY  COPRORATION,  a Nevada corporation having an
office at 54 Village Centre, Suite 300, Mississauga, Ontario L4Z 1V9 Canada (the
"Company"),  hereby promises to pay to RAINBOW INVESTMENTS INTERNATIONAL LIMITED
(the "Holder"),  a British Virgin Islands  corporation  having an address at c/o
Rawlinson & Hunter Ltd.,  Woodbourne  Hall, P.O. Box 3162,  Road Town,  Tortola,
British Virgin  Islands,  on May ____,  2001, or earlier upon prepayment of this
Note as provided  herein,  the  principal  sum of Two Hundred  Thousand  Dollars
($200,000),  together with interest  (computed on the basis of a 360-day year of
twelve 30-day months and  compounded  monthly) on the unpaid balance at the rate
of ten percent (10%) per annum,  from the date hereof until the principal hereof
and all interest thereon shall have been paid

        The principal amount of this Note, and all accrued interest thereon, may
be prepaid by the Company, without premium or penalty, at any time upon ten (10)
days prior written  notice to the Holder.  Upon any prepayment of this Note, all
accrued but unpaid interest on the principal  amount shall be paid to the Holder
on the date of  prepayment.  All payments  hereunder  shall be applied  first to
interest then to principal. Payments of principal and interest are to be made in
lawful money of the United States of America at the address of the Holder as set
forth herein.

        All  payments of principal  and interest  shall be made to the Holder in
lawful  currency of the United  States of America to the address set forth above
or such other address as to which the Holder shall notify the Company in writing
three (3) days prior to the due date hereof or upon any  prepayment of this Note
as provided herein,  or in such other manner or at such other place as Holder of
this Note designates in writing.

        Subject to and in compliance with the provisions hereof, the Holder may,
on the due date hereof or on any prepayment  date  hereunder  convert all or any
portion of the outstanding  principal balance of this Note as of such payment or
prepayment  date, and all or any portion of the interest  accrued hereon to such
date,  into shares of the common  stock,  $.001 par value,  of the Company  (the
"Common  Stock"),  at a conversion  price equal to eighty  percent  (80%) of the
average closing bid price per share of Common Stock (as reported by the National
Quotation  Bureau,  Inc.) during the ten (10) trading days immediately  prior to
any such  conversion.  The holder  hereof  shall  communicate  its  intention to

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<PAGE>

convert all or any portion of the  principal  amount of this Note and all or any
portion of interest  accrued through such  conversion date by surrendering  this
Note,  with the Form of Notice of  Election  to  Convert  attached  hereto  duly
completed  and  signed,  to the  Company  at its  address  for  notice set forth
elsewhere herein.

        In the event of a conversion  by the Holder of all or any portion of the
outstanding  principal  balance  of this Note and all or any  portion of accrued
interest  thereon  into shares of the Common  Stock,  the Company will issue and
deliver to the Holder,  as soon as practical after the Company's  receipt of the
Notice of Election a certificate  evidencing the shares of Common Stock issuable
upon any such conversion.

        If the Holder elects to convert less than the entire principal amount of
this Note and interest accrued to the date of such conversion, the Company shall
issue or cause to be issued and delivered to the Holder,  at its expense,  a new
promissory  note  evidencing the  outstanding  amount of principal due hereunder
after  giving  effect  to the  amount  applied  to the  conversion,  which  such
promissory note shall,  except as to the principal amount thereof,  be identical
to this Note in all respects.

        If the  Company  shall fail to make a payment of  principal  or interest
when due and such failure shall  continue for ten (10) days after notice of such
failure;  or shall  make an  assignment  for the  benefit of  creditors,  file a
petition in bankruptcy,  be adjudicated  insolvent or bankrupt,  suffer an order
for relief under any federal  bankruptcy law,  petition or apply to any tribunal
for the  appointment of a custodian,  receiver or any trustee for the Company or
any substantial  part of its assets,  or shall commence any proceeding under any
bankruptcy,  reorganization,  arrangement,  readjustment of debt, dissolution or
liquidation  law or statue of any  jurisdiction,  whether  now or  hereafter  in
effect;  or if there shall have been filed any such petition or application,  or
any such proceeding shall have been commenced against the Company, which remains
undismissed,  unstayed or unbonded for a period of thirty (30) days or more;  or
if the Company,  by any act or omission  shall  indicate  consent to, approve or
acquiescence in any such petition,  application or proceeding or the appointment
of a custodian,  receiver or any trustee for all or any substantial  part of its
properties, or if the Company shall allow such custodianship,  receivership,  or
trusteeship  to continue  undischarged,  unstayed  or  unbonded  for a period of
thirty (30) days or more, or the Company  violates any term or provision of this
Note and same  remains  uncured  for a period of thirty  (30) days after  notice
thereof by the Holder of this Note, then and in any such event,  the outstanding
principal  amount of this Note,  together  with all accrued and unpaid  interest
thereon, shall be and become immediately due and payable.

        Anything contained in this Note to the contrary notwithstanding,  in the
event this Note is placed in default as a result of the  Company's  inability to
pay the amounts due hereunder when due, the Company shall have the right to cure
such default  during the thirty (30) day period from its receipt of  declaration
of default.

        All notices and other  communications  provided for herein shall be sent
by  registered  or certified  mail,  return  receipt  requested,  or by personal
delivery or via a nationally  recognized  overnight courier to the Holder or the

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<PAGE>

Company,  at their  respective  addresses as set forth herein,  or to such other
address  as to which  either  party may  advise  the  other by  notice  given in
accordance with this provision.  All such notices shall be deemed given upon the
earlier  of receipt or within  five (5)  business  days of mailing if receipt is
refused.

        Notwithstanding  any other  provision of this Note,  interest under this
Note shall not exceed the maximum  rate  permitted  by law; and if any amount is
paid under this Note as interest in excess of such maximum rate, then the amount
so paid will not constitute interest but will constitute a prepayment on account
of the  principal  amount of this Note.  If at any time the interest  rate under
this Note would,  but for the  provision of the preceding  sentence,  exceed the
maximum rate permitted by law, then the  outstanding  principal  balance of this
Note shall, on demand by the holder of this Note, become and be due and payable.

        All payments under this Note shall be made without  defense,  set-off or
counterclaim,  free and  clear of and  without  deduction  for any  taxes of any
nature now or hereafter imposed.

        The  undersigned  agrees to pay on demand all expenses of collecting and
enforcing this Note, including, without limitation, reasonable expenses and fees
of legal counsel, court costs and the cost of appellate proceedings.

        The provisions of this Note shall in all respects be construed according
to,  and the  rights  and  liabilities  of the  parties  hereto and shall in all
respects be governed  by, the laws of the State of New York.  This Note shall be
deemed a  contract  made  under  the  laws of the  State of New York to be fully
performed  therein,  and the validity of this Note and all rights an liabilities
hereunder shall be determined under the laws of said State without  reference to
the  conflicts  of laws  provisions  thereof.  For  purposes  of any  proceeding
involving  this  Note  or  any  of  the  obligations  of  the  undersigned,  the
undersigned  hereby submits to the  non-exclusive  jurisdiction of the courts of
the State of New York and of the United States having jurisdiction in the County
of New York, State of New York, and agrees not to raise and waives any objection
to or  defense  based  upon the venue of any such  court or based upon forum non
conveniens.  The undersigned  agrees not to bring any action or other proceeding
with respect to this Note or with respect to any of its obligations in any other
court  unless  such  courts  of the State of New York and of the  United  States
determine that they do not have jurisdiction in the matter.

        In the event  that this Note is placed in the hands of an  attorney  for
collection,  or in the event that any action be  instituted on this Note, or any
action is taken with respect to a default hereunder,  the Holder hereof shall be
entitled to the payment by the Company of all expenses in connection  therewith,
including, without limitation, reasonable attorney fees.

        This Note may be amended  only by a written  instrument  executed by the
Company and the Holder.

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        IN  WITNESS  WHEREOF,   IVP  TECHNOLOGY   CORPORATION  has  caused  this
Promissory Note to be executed in its corporate name by its President, thereunto
duly authorized.

Dated:   May _____, 2000


                                            IVP TECHNOLOGY CORPORATION


                                            By:_________________________________
                                                 John Maxwell, President




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