EXHIBIT 10.61
                                                               February 25, 2004


Mr. Brian MacDonald
Chairman and Chief Executive Officer
IVP Technology Corporation
Suite 401, 2275 Lakeshore Boulevard West
Toronto, Ontario M8V 3Y3

Dear Mr. MacDonald


                     BINDING LETTER OF INTENT AND AGREEMENT

The intent of this  letter  ("letter")  is to  summarize  the result of a recent
meeting  between  representatives  of 1607590 Ontario Limited of the first part,
and  IVP   Technology   Corporation,   and   ActiveCore   Technologies   Limited
(collectively  "IVP") of the second part,  with regard to the offer by the party
of the first part to acquire  certain  assets and  liabilities of IVP's cellular
phone game and ring tone development group, SilverBirch Studios, and the on-line
web portal presence known as  Recessgames.com  collectively known as the ("Games
Division").

Based on our review of the SilverBirch  Studios and Recess Games  technology and
business model we wish to enter into a binding Purchase and Sales agreement with
regard to the acquisition of the assets,  including staff, and other elements of
the Games  Division.  The effect will be to make the Games  Division an integral
part of 1607590 Ontario Limited.

Therefore,  the  principal  purpose of this Letter of Intent is to document  the
terms, in general, under which the transaction will take place subject to review
by IVP's auditors and legal counsel and mutual  agreement as provided  herein on
the overall components of the asset/liability sale.

It is understood  by both parties that in the  preparation  of legal  agreements
that will give effect to this transaction,  certain arrangements to maximize the
tax benefit or other benefits to both parties may need to be undertaken. Each of
IVP and 1607590  Ontario  Limited  will  undertake to  accommodate  each other's
requirements  to the fullest  extent  possible  provided  however  that  neither
company will  knowingly  fail to comply with any regulation or statute in either
Canada or the U.S.


                         PRINCIPLE TERMS AND CONDITIONS

The  principle  terms and  conditions  for the proposed  purchase of 100% of the
assets and assumption of certain tied  liabilities of the Gaines Division of IVP
are as follows:

o    1607590 Ontario Limited shall pay to IVP the cash sum of CDN$1,000,000 plus
     adjustments  (see below) which shall be represented  by a promissory  note,
     payable in instalments of CAD $100,000 per month with the first payment due
     on March 31, 2005 and on the last day of each month  thereafter  until paid
     in full.  The note will bear  interest  at the rate of 12% per annum on the


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     principal  outstanding,  interest  shall be computed  on a simple  interest
     basis,  and interest  shall be paid on a monthly basis  commencing on March
     31, 2004,  and shall be payable on the last day of each month.  If payments
     of interest or  principal  are not  received as required a penalty for late
     payment shall be incurred as provided below;

o    As security for the note 1607590  Ontario  Limited shall enter into a first
     position convertible debenture in favour of IVP Technology whereby IVP will
     become a  mezzanine  lender  (subordinate)  in event that  1607590  Ontario
     Limited is  successful  in  attracting  other senior debt from an unrelated
     party  which  shall be equal to at  least  50% of the  outstanding  note in
     favour of IVP. The said debenture  shall contain a conversion  privilege on
     convertible  debt: On or after the first  anniversary  of the issue date of
     the said debenture,  upon giving thirty (30) days written notice to 1607590
     Ontario  Limited at any time prior to the full  repayment of principal  and
     interest,  the holder of the convertible  debt shall be able to convert the
     principal and accrued  interest  outstanding  to equity in 1607590  Ontario
     Limited based on a conversion rate equal to the most recent,  at that time,
     equity raised by 1607590 Ontario Limited;

o    Penalties for late payment of interest:  If an interest payment is not made
     on the due date for such  payment of  interest  then a penalty fee equal to
     20% of the interest  payment shall be added to the interest payment due and
     the  combined  interest  payment  and the penalty fee shall be added to the
     principal  outstanding for the calculation of the interest due for the next
     payment;

o    Penalty for late payment of principal: if a principal repayment is not made
     on the scheduled  payment date then the entire  outstanding  balance of the
     note plus any accrued  interest shall be changed to reflect an 18% interest
     rate until the  payments of  principal  and  interest  are caught up to the
     scheduled payments,  provided that once all payments are brought up to date
     the interest rate shall revert to the original 12% rate;

o    IVP Technology will receive a 5% equity interest in 1607590 Ontario Limited
     at the same share purchase rate as the founder(s) with participation rights
     on any  increased  equity  raised  with the  intention  that  IVP  shall be
     permitted to maintain its 5% equity interest through acquisition of further
     equity at then current rates.

o    On  closing,  1607590  Ontario  Limited  will  assume all  liabilities  for
     employees severance and vacation pay and liabilities for leases as shown in
     Schedules herein;

o    1607590 Ontario Limited shall pay to IVP a royalty based on 2% of the gross
     revenues of 1607590 Ontario Limited payable on a quarterly  basis,  for the
     period from March 1, 2004 to February  29,  2008.  Payments  are to be made
     within 30 days following each calendar quarter. The total royalties payable
     to IVP will be capped to a maximum of CAD 1,300,000;

o    1607590 Ontario Limited shall provide IVP with a non-exclusive right to use
     any games created by the games division,  for use in IVP's direct marketing
     and  advertising  operations  on the  basis of a  royalty  equal to  normal
     commercial  terms less 10%  provided  that 1607590  Ontario  Limited is not
     otherwise contractually prohibited by a third party from entering into such
     an agreement on any particular game;

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o    1607590  Ontario  Limited  and  IVP  will  enter  into a Five  year  mutual
     non-compete  agreement  prohibiting 1607590 Ontario Limited: from providing
     healthcare  services;  developing  and selling  healthcare  IT products and
     enterprise  middleware  technology;  development  and  sales of  enterprise
     mobile applications that compete with IVP's enterprise mobile applications,
     and development of enterprise  software for direct  marketing and dedicated
     list management. IVP will be prohibited from: development and sales of cell
     phone games,  cell phone ring tones, and consumer  middle-ware and consumer
     web-sites that would compete with 1607590 Ontario Limited.  Notwithstanding
     the above,  1607590 Ontario Limited may sell or license its games and those
     obtained from third parties for  distribution  in the direct  marketing and
     list software field, on the basis of IVP having a right of first refusal on
     any proposed  contracts  provided the terms,  capabilities and deliverables
     offered by IVP are similar;

o    IVP will cause its shares held by any employee of 1607590  Ontario  Limited
     to become  unrestricted  as soon as  practicable or as soon as it files its
     next SB2 filing following closing of this transaction;

o    1607590  Ontario  Limited will indemnify Brian MacDonald and Peter Hamilton
     for payments owing on any leases transferred or assigned to 1607590 Ontario
     Limited any loss resulting from lessors  realizing on any equipment  leases
     assumed by 1607590 Ontario Limited;

o    On or before closing all payments  owing to  transferred  employees will be
     brought current; and

o    Both parties  agree that they may enter into  agreements  for web promotion
     with Marketing Online, currently based out of Poland.

The principle assets and liabilities of the  Games Division to be transferred to
1602801 Ontario Limited shall consist of:

o    The IP for all IVP games;

o    The IP for the website known as the bladeofzorro.com;

o    The IP for the web portal known as Recessgames.com;

o    The IP for the web site known as Silverbirchstudios.com;

o    The contract for  development  and  distribution  of the Zorro product with
     Zorro Productions, Inc.;

o    The Tira Wireless and all other games and ring tone distribution contracts,
     subject to accounting cut-off which shall be the close of business February
     29, 2004;

o    Subject to the approval of Ignition  Entertainment  Limited, the assignment
     of the rights to convert the  Ignition  game  products as  indicated in the
     contract;

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o    The  liabilities  for  all  "transferred"   SilverBirch  Studios  employees
     including   vacation  pay  and  severance   entitlements  as  a  "successor
     employer";

o    Equipment  used by the games  development  staff with the relevant  servers
     together with assumption of the equipment leases; and

Ontario and the financial regulations of the United States of America. As IVP is
a public  corporation  traded on a recognized  stock market in the United States
and is a  reporting  entity  within the  United  States of  America,  in case of
difference in the regulatory  treatment of financial,  securities and accounting
matters, the laws and regulations of the U.S. shall apply.

ALL NOTICES under this Letter should be sent to:

     IVP Technology Corporation at:    Brian J. MacDonald
                                       Chairman and CEO
                                       2275 Lakeshore Boulevard West Suite 401
                                       Toronto, Ontario M8V 3Y3
                                       Voice -  416-252-6200
                                       Fax -    416-252-4578

     1607590 Ontario Limited           Kevin Birch
                                       Chairman and CEO
                                       6860 Meadowvale Town Centre Circle
                                       Suite 13
                                       Mississauga, Ontario L5N 7T4
                                       Voice -  416-508-5477
                                       Fax -    416-252-4578

GUARANTEES

Payments in respect of certain of the assets to be purchased  and sold have been
guaranteed by Peter Hamilton and Brian MacDonald. If releases of such guarantees
cannot be obtained by closing, the Purchaser shall provide its indemnity to them
and shall  undertake to obtain  release of such  guarantees  as soon as possible
thereafter.

SCHEDULES

The attached schedules form part of this letter.

COUNTERPARTS

This letter may be signed in counterparts,  each of which shall be read together
and all of which shall  constitute one and the same letter.  Counterparts may be
transmitted by facsimile transmission, and if so transmitted, shall be deemed to
have been validly sent and received.

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ARBITRATION

All matters in difference between the parties in relation to this letter and the
further  agreements and documents  contemplated  herein shall be referred to the
arbitration of a single arbitrator,  if the parties agree upon one, otherwise to
three arbitrators, one to be appointed by each party and a third to be chosen by
the first two named before they enter

o    The ownership rights to the Games Division relevant Internet domains.

II.  CLOSING:

Adjustments  will be made  effective  from midnight on February 29, 2004.  Costs
incurred by IVP in operating the games division until closing shall be recovered
from the Purchaser for the period commencing March 1, 2004. Adjustments shall be
paid on closing.

III.  CONDITIONS:

BUSINESS OPERATIONS

The parties will  co-operate  after this date and prior to closing in respect to
all business matters  including lease  negotiations,  allocation of overhead and
purchase  price,  business  and  game  development  and  dealing  with  existing
employers,  obtaining  third party  consents  and  releases and dealing with any
other matter necessary or desirable to complete the transactions  referred to in
this letter.  Each party shall be responsible for their own legal and accounting
fees.

EMPLOYMENT OF EXISTING GAMES DIVISION  EMPLOYEES:  1607590  Ontario Limited will
offer  employment to all existing  employees of IVP's games  division on no less
than  their  current   employment  terms  and  conditions.   The  employees  and
consultants include:  Kevin Birch, Steve Ariss, John Kelly, Jason Azevedo,  Dave
Morin,  Yixiu  Zhang,  Lui  Vargas,  Camilo  Cuesta,  Frederick  Wahrman,  Brady
Sheppard, Warren Heise and Graham Lowman.

CONFIDENTIALITY:  IVP and 1607590  Ontario  Limited will  undertake to use every
effort to maintain the confidential  nature of the proposed  transaction pending
mutual agreement as to any announcement.

DEFINITIVE DOCUMENTATION:  It is understood that consummation of the transaction
contemplated  herein will require the  preparation;  execution and delivery of a
purchase  and sale  agreement  and such  other  documentation  as may be  deemed
appropriate (the  "Agreement") by legal and accounting  counsel for both IVP and
1607590 Ontario  Limited.  Vendor will be responsible for preparing first drafts
of closing  documents.  The parties and their respective  counsel will work on a
consultative  basis to draft the  purchase  and sale  agreement  and all further
required ancillary documentation containing all of the terms and conditions that
are customary in agreements pertaining to the purchase of operating divisions of
public  corporations,  provided that such agreements and documents shall neither
add to nor take away from any of the business  items of  agreement  set forth in
this  letter.  If the parties  are unable to agree with  respect to the form and
content of any such  agreements  or documents the parties agree to resolve their
differences through binding arbitration as provided for herein,

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APPLICABLE  LAW:  Thus  Agreement  to  be  consummated,  giving  effect  to  the
transaction  herein,  shall be  governed by and  construed  and  interpreted  in
accordance  with the laws of upon the  business  of  arbitration.  The award and
determination  of  the  arbitrator  or  arbitrators  or any  two  of  the  three
arbitrators  shall be  binding  upon the  parties  and their  respective  heirs,
executors, administrators and assigns.

Dated this /s/ 25th KB/BM day of February, 2004 at Toronto, Ontario

EXECUTED:

IVP TECHNOLOGY CORPORATION on behalf of itself,
and ActiveCore Technologies Limited

By:    /s/ BRIAN J. MACDONALD
      -------------------------------
       Brian J , Chairman and CEO


1607590 ONTARIO LIMITED


By:    /s/ KEVIN BIRCH
      -------------------------------
       Kevin Birch, Chairman and CEO


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