Exhibit 10.7

                                    AGREEMENT


         AGREEMENT  dated  this 15th day of May,  2000  between  IVP  TECHNOLOGY
COPRORATION,  a Nevada corporation having an office at 54 Village Centre,  Suite
300,  Mississauga,  Ontario L4Z 1V9 Canada (the "Company"),  RAINBOW INVESTMENTS
INTERNATIONAL  LIMITED ("Rainbow"),  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 and Ruffa & Ruffa,  P.C., a professional
corporation  organized  pursuant to the laws of the State of New York and having
an  address  at 150 East 58th  Street,  New York,  New  York10155  (the  "Escrow
Agent").


W I T N E S S E T H:

         WHEREAS, the Company requires funding in the amount of $200,000 to meet
certain obligations; and

         WHEREAS,  Rainbow has agreed to loan the Company $200,000 (the "Funds")
in  consideration  of the  issuance  of a  convertible  promissory  note  in the
principal  amount of the Funds,  the  issuance of a warrant to purchase  100,000
shares of the Company's  common stock and on the other terms and  conditions set
forth herein; and

         WHEREAS,  Rainbow and the Company  desire the Ruffa & Ruffa,  P.C. hold
the Funds and the  promissory  note and  certificate  evidencing the warrant and
Ruffa & Ruffa,  P.C.  has agreed to serve as the escrow agent to hold said items
in accordance with the provisions hereof.

         IN WITNESS WHEREOF, the parties,  intending to be legally bound, hereby
agree as follows:


1. LOAN AND ISSUANCE OF PROMISSORY  NOTE.  Rainbow  hereby agrees to lend to the
Company the sum of $200,000,  which loan shall be evidenced  and governed by the
provisions  of a  convertible  promissory  note,  the form of which is  attached
hereto as Exhibit A (the "Note").


2. ISSUANCE OF WARRANT.  As a further inducement for Rainbow to loan the Company
the  Funds,  the  Company  hereby  agrees  to issue in favor of  Rainbow  or its
designees a warrant ("Warrant") to purchase up to 100,000 shares of common stock
of the Company, par value $.001 per share ("Common Stock"), at an exercise 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 per exercise share at any time
to and  through  May 15,  2001 all as more fully  described  and  subject to the
provisions  of the  Warrant,  a copy of the form of which is attached  hereto as
Exhibit B.





<PAGE>

3. DELIVERY OF FUNDS AND DOCUMENTS TO ESCROW AGENT; RELEASE FROM ESCROW. As soon
as  practicable  after the date hereof but in no event later than two days after
the execution  hereof,  (a) Rainbow shall wire transfer the sum of $200,000 (the
"Funds") to Ruffa & Ruffa,  P.C. as escrow  agent (the  "Escrow  Agent") per the
wire  transfer  instructions  set forth in Schedule A hereto and (b) the Company
shall  deliver  the  executed  Note and  Warrant  certificate  (the Note and the
Warrant  certificate  are herein  referred to as the  "Documents") to the Escrow
Agent.  At such time as the Escrow Agent receives the Funds and the Documents it
shall  thereupon cause the Funds to be released to the Company and the Documents
to be delivered to Rainbow by overnight courier.


4. DUTIES AND OBLIGATIONS OF THE ESCROW AGENT.

         (a) The parties  hereto  agree that the duties and  obligations  of the
Escrow Agent are only such as are herein specifically provided and no other. The
Escrow Agent's duties are as a depositary only, and the Escrow Agent shall incur
no liability whatsoever, except as a direct result of its willful misconduct.

         (b) The Escrow Agent may consult with counsel of its choice,  and shall
not be liable for any action taken, suffered or omitted by it in accordance with
the advice of such counsel.

         (a) The Escrow  Agent shall not be bound in any way by the terms of any
other  agreement  to which  Rainbow  and the Company or any  affiliate  thereof,
whether or not it has knowledge  thereof,  and the Escrow Agent shall not in any
way be  required  to  determine  whether  or not any  other  agreement  has been
complied with by Rainbow and the Company, or any other party thereto. The Escrow
Agent  shall  not  be  bound  by  any  modification,   amendment,   termination,
cancellation, rescission or supersession of this Agreement unless the same shall
be in writing and signed by Rainbow and the Company, and agreed to in writing by
the Escrow Agent.

         (b) In the event that the Escrow  Agent  shall be  uncertain  as to its
duties or rights  hereunder  or shall  receive  instructions,  claims or demands
which,  in its  opinion,  are in  conflict  with any of the  provisions  of this
Agreement, it shall be entitled to refrain from taking any action, other than to
keep safely,  the Funds and the Documents  then held in escrow and to distribute
them in accordance  with the  provisions  hereof or in  accordance  with a final
judgment of a court of competent jurisdiction.

         (c) The Escrow  Agent  shall be fully  protected  in  relying  upon any
written  notice,  demand,  certificate  or  document  which it,  in good  faith,
believes  to be  genuine.  The Escrow  Agent  shall not be  responsible  for the
sufficiency  or accuracy of the form,  execution,  validity  or  genuineness  of
documents  or  securities  now  or  hereafter  deposited  hereunder,  or of  any
endorsement  thereon,  or for  any  lack  of  endorsement  thereon,  or for  any
description  therein; nor shall the Escrow Agent be responsible or liable in any
respect on account of the identity, authority or rights of the persons executing
or delivering or purporting to execute or deliver any such document, security or
endorsement.



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<PAGE>

         (d)  The  Escrow  Agent  shall  not  be  required  to  institute  legal
proceedings  of any  kind  and  shall  not  be  required  to  defend  any  legal
proceedings which may be instituted against.

         (e) If the Escrow Agent at any time, in its sole  discretion,  deems it
necessary or advisable to relinquish custody of the Funds and the Documents,  it
may do so by giving five (5) days written notice to the parties of its intention
and thereafter  delivering the Funds and the Documents to any other escrow agent
mutually agreeable to Rainbow and the Company and, if no such escrow agent shall
be selected within three days of the Escrow Agent's  notification to Rainbow and
the  Company  of its  desire  to so  relinquish  custody  of the  Funds  and the
Documents, then the Escrow Agent may do so by delivering them (a) to any bank or
trust company in the Borough of Manhattan,  City and State of New York, which is
willing  to act as escrow  agent  therefor  in place and  instead  of the Escrow
Agent,  or (b) to the  clerk or other  proper  officer  of a court of  competent
jurisdiction as may be permitted by law within the State, County and City of New
York.  The fee of any such bank or trust company or court officer shall be borne
equally by Rainbow and the Company.  Upon such delivery,  the Escrow Agent shall
be discharged from any and all  responsibility  or liability with respect to the
Funds and the Documents  and Rainbow and the Company  shall  promptly pay to the
Escrow  Agent,  in equal  proportion,  all  monies  which may be owed it for its
services  hereunder,  including,  but  not  limited  to,  reimbursement  of  its
out-of-pocket expenses pursuant to paragraph (i) below.

         (f) This  Agreement  shall not create any fiduciary  duty on the Escrow
Agent's part to Rainbow or the  Company,  nor  disqualify  the Escrow Agent from
acting on behalf of the Company or any other party in any dispute with  Rainbow.
Rainbow  understands and  acknowledges  that the Escrow Agent has acted and will
continue to act as counsel to the  Company and other  parties who are parties to
transactions with the Company.

         (g) The  reasonable  out-of-pocket  expenses  paid or  incurred  by the
Escrow Agent in the administration of its duties hereunder,  including,  but not
limited to, all counsel and  advisors'  and agents'  fees and all taxes or other
governmental charges, if any, shall be paid equally by Rainbow and the Company.


5.  INDEMNIFICATION.  Rainbow and the  Company,  jointly and  severally,  hereby
indemnify  and hold the Escrow  Agent,  its  employees,  partners,  members  and
representatives  harmless from and against any and all losses,  damages,  taxes,
liabilities  and expenses that may be incurred,  directly or indirectly,  by the
Escrow Agent and/or any such person,  arising out of or in  connection  with its
acceptance of appointment as the Escrow Agent  hereunder  and/or the performance
of its duties  pursuant to this  Agreement,  including,  but not limited to, all
legal  costs and  expenses  of the  Escrow  Agent and any such  person  incurred
defending  itself  against  any  claim  or  liability  in  connection  with  its
performance  hereunder  and the costs of  recovery  of amounts  pursuant to this
Section 5.


6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company hereby represents
and warrants to Rainbow as follows:



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<PAGE>

         (a)  CORPORATE  ORGANIZATION;  ETC. The Company is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada and has full corporate power and authority to carry on its business as it
is now being conducted and to own the properties and assets it now owns.

         (b)  AUTHORIZATION,  ETC.  The  Company  has full  corporate  power and
authority  to  enter  into  this  Agreement  and to carry  out the  transactions
contemplated  hereby. The Board of Directors of the Company has taken all action
required  by law,  the  Company's  Articles  of  Incorporation,  its  By-Laws or
otherwise  to be taken by it to  authorize  the  execution  and delivery of this
Agreement,  the Note and the Warrant and the  consummation  of the  transactions
contemplated hereby and thereby, and this Agreement and the Note and the Warrant
are valid and binding  agreements and obligations of the Company  enforceable in
accordance with their respective terms,  except that (i) such enforcement may be
subject to bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or  hereafter in effect  relating to  creditors'  rights,  and (ii) the
remedy of specific  performance  and  injunctive  and other  forms of  equitable
relief  to  which  it  may  be  subject  and to  equitable  defenses  and to the
discretion of the court before which any proceeding therefore may be brought.

         (c) NO VIOLATION. Neither the execution and delivery of this Agreement,
the Note or the Warrant nor the  consummation of the  transactions  contemplated
hereby and thereby will violate any  provision of the Articles of  Incorporation
or By-Laws of the Company,  or violate,  or be in conflict with, or constitute a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute a default)  under, or result in the termination of, or accelerate the
performance  required by, or cause the  acceleration of the maturity of any debt
or  obligation  pursuant  to, or result in the  creation  or  imposition  of any
security interest,  lien or other encumbrance upon any property or assets of the
Company under, any agreement or commitment to which the Company is a party or by
which the Company is bound,  or to which the property of the Company is subject,
or violate any statute or law or any judgment, decree, order, regulation or rule
of any court or governmental authority.


7.  MISCELLANEOUS.

         (a) NOTICES.  All notices,  requests,  demands and other communications
hereunder shall be in writing,  with copies to all the other parties hereto, and
shall be deemed to have been duly  given  when (i) if  delivered  by hand,  upon
receipt,  (ii) if sent  by  nationally  recognized  overnight  delivery  service
(receipt  requested),  the next  business day or (iii) if mailed by  first-class
registered or certified mail, return receipt  requested,  postage prepaid,  four
days after posting in the U.S. mails, in each case if delivered to the addresses
set forth in the preamble  hereof or at such other address as any of the parties
to this  Agreement may hereafter  designate in the manner set forth above to the
others.

         (b) GOVERNING LAW;  CONSENT TO  JURISDICTION.  This Agreement  shall be
governed by and construed  and enforced in accordance  with the internal laws of
the State of New York  without  regard to the  principles  of  conflicts  of law
thereof. Each party hereby irrevocably submits to the exclusive  jurisdiction of
the  state and  federal  courts  sitting  in the City of New  York,  borough  of


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<PAGE>

Manhattan,  for the  adjudication  of any  dispute  hereunder  or in  connection
herewith or with any transaction  contemplated  hereby or discussed herein,  and
hereby  irrevocably  waives,  and  agrees  not to assert in any suit,  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such suit,  action or proceeding  is improper.  Each party
hereby  irrevocably  waives personal  service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under this  Agreement  and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.

         (c) COUNTERPARTS;  FACSIMILE EXECUTION.  This Agreement may be executed
in two  or  more  counterparts,  all of  which  when  taken  together  shall  be
considered  one  and  the  same  agreement  and  shall  become   effective  when
counterparts have been signed by each party and delivered to the other party, it
being  understood that both parties need not sign the same  counterpart.  In the
event that any signature is delivered by facsimile transmission,  such signature
shall create a valid and binding  obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect as if
such facsimile signature page were an original thereof.

         (d)  HEADINGS.  The  headings  of the  Sections  and  Articles  of this
Agreement  are inserted  for  convenience  only and shall not  constitute a part
hereof or affect in any way the meaning or interpretation of this Agreement.

         (e) THIRD  PARTIES.  Except as  specifically  set forth or  referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or  corporation  other than the parties hereto
and their  successors or assigns,  any rights or remedies  under or by reason of
this Agreement.

         (f)  AMENDMENT  AND  MODIFICATION.  Subject  to  applicable  law,  this
Agreement may be amended,  modified or supplemented only by written agreement of
the Board of Directors of Rainbow,  the Company and a duly authorized officer of
R&R.

         (g) ENTIRE  AGREEMENT.  This Agreement sets forth the entire  agreement
and  understanding  of the  parties  hereto in  respect  of the  subject  matter
contained  herein,  and supersedes all prior  agreements,  promises,  covenants,
arrangements,  communications,  representations  or warranties,  whether oral or
written, by any officer, employee or representative of any party hereto.

         (g) SEVERABILITY.  The invalidity or  unenforceability of any provision
of this Agreement shall not affect the validity or  enforceability  of any other
provision.   If  any  provision  of  this   Agreement  is  so  broad  as  to  be
unenforceable,  such  provision  shall  be  construed  to be only so broad as is
enforceable.


                  REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                            SIGNATURE PAGE TO FOLLOW

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         IN WITNESS  WHEREOF,  the parties have set their hands  hereunto on the
date first above written.

                                    IVP TECHNOLOGY CORPORATION

                                    By:______________________________
                                            John Maxwell, President


                                    RAINBOW INVESTMENTS INTERNTAIONAL LIMITED

                                    By:________________________________
                                                              , President


                                    ESCROW AGENT:
                                    RUFFA & RUFFA, P.C.

                                    By:_______________________________________
                                            William P. Ruffa, President








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<PAGE>




                                   SCEHDULE A
                           WIRE TRANSFER INSTRUCTIONS

         Account Name:     Ruffa & Ruffa, P.C., attorney Escrow Account

         Bank Name:        HSBC Bank
                           919 Third Avenue
                           New York, New York 10022

         ABA Number:        021001088

         Account Number:   018 787223



















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                                    EXHIBIT A
                             FORM OF PROMISSORY NOTE






























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                                    EXHIBIT B
                                 FORM OF WARRANT



















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