Exhibit 10.6

                            STOCK PURCHASE AGREEMENT


         STOCK PURCHASE AGREEMENT dated this 17th day of September, 2001, by and
among IVP Technology  Corporation,  a Nevada Corporation ("IVP"),  International
Technology  Marketing Inc., a Nevada Corporation ("ITM"),  Brian MacDonald,  the
President  and a  shareholder  of  ITM  ("Mr.  MacDonald"),  Peter  Hamilton,  a
Vice-President  and a  shareholder  of ITM  ("Mr.  Hamilton"),  Kevin  Birch,  a
Vice-President  and a  shareholder  of ITM ("Mr.  Birch")  Sherry  Bullock,  the
Secretary and a shareholder  of ITM (Ms.  Bullock")  and Geno  Villella,  a Vice
President  and a  shareholder  of ITM ("Mr.  Villella")  and  together  with Mr.
MacDonald,   Mr.  Hamilton,  Mr.  Villella,  Mr.  Birch  and  Ms.  Bullock,  the
"Shareholders").


                              W I T N E S S E T H:


         WHEREAS,   IVP  is  the  exclusive  licensee  of  PowerAudit   software
("PowerAudit") in the United States of America,  The European Economic Community
and Switzerland; and

         WHEREAS,  IVP  wishes  to  secure  the  services  of a proven  software
distribution group to assume  responsibility for the marketing of PowerAudit and
such other products and services as IVP may develop, acquire or license ; and

         WHEREAS,  ITM has  represented  to IVP that its officers and  employees
possess significant  experience marketing software such as PowerAudit as well as
other related products and services; and

         WHEREAS,  in order  that IVP may avail  itself of the  services  of the
personnel of ITM, it herein  agrees,  among other things,  to acquire all of the
outstanding  shares of capital stock of ITM in  consideration of the issuance of
shares of its  common  stock to be held in escrow  pending  the  achievement  of
certain cumulative revenue thresholds  attributable to the sale of PowerAudit as
well as other related products and services; and

         WHEREAS,  the  shareholders  of ITM are desirous of proceeding with the
sale of their shares of capital stock of ITM provided that IVP satisfies certain
conditions, to wit, the amendment of IVP's Articles of Incorporation to increase
the  number  of  shares of common  stock  which  IVP is  authorized  to issue to

<PAGE>

150,000,000  shares and to add a class of blank check preferred stock consisting
of 50,000,000  shares and the receipt of a commitment  for  financing  that will
yield a minimum of  $500,000  to IVP within  twenty  (20) days after the Closing
Date (as herein defined).


         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
promises and  covenants  contained  herein,  and  intending to be legally  bound
hereby, the parties hereto agree as follows:

                                    ARTICLE I
                                  SALE OF STOCK

                  1.01. STOCK TO BE SOLD. Subject to the terms and conditions of
this  Agreement,  at  the  Closing  referred  to in  Section  1.03  hereof  (the
"Closing")  the  Shareholders  will sell,  assign,  transfer and deliver the ITM
Stock to IVP free and clear of all liens,  charges or encumbrances of whatsoever
nature.


                  1.02.  CONSIDERATION.  (a) Subject to the terms and conditions
of this Agreement, in reliance on the representations, warranties and agreements
of ITM and the Shareholders  contained herein, and in consideration of the sale,
assignment,  transfer and delivery of assets referred to in Section 1.01 hereof,
IVP shall issue an aggregate of 50,000,000  shares (the  "Shares")of  its common
stock,  par value $.001 per share  ("Common  Stock"),  in the name of ITM or its
designees and deliver the Shares to Ruffa & Ruffa, P.C. in escrow (the "Escrow")
which shall hold the Shares as escrow agent (the "Escrow Agent") and release the
Shares to ITM or its  designees in accordance  with the  provisions of an escrow
agreement among the Escrow Agent and all of the parties hereto,  a copy of which
is attached  hereto as Exhibit A (the "Escrow  Agreement").  The Shares shall be
released from Escrow to ITM as described in Section 2.1, below.

                  1.03. CLOSING. The Closing of the transactions contemplated by
this  Agreement  will take place at the offices of Ruffa & Ruffa,  P.C. no later
than ten (10) business days after the  conditions to the  obligations of ITM and
the Shareholders set forth in Article VI hereof have been satisfied by IVP.


                         (a) At the  Closing,  ITM  and  the  Shareholders  will
deliver to IVP (i) a duly executed  Escrow  Agreement in the form annexed hereto
as  Exhibit  A; (ii)  certificates  evidencing  the  shares  of ITM Stock  being


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acquired by IVP hereby,  endorsed in favor of IVP; (iii) copies of duly executed
employment  agreements  between ITM and the  Shareholders  in the forms  annexed
hereto as Exhibits B, C, D, E and F (collectively, the "Employment Agreements");
and (iv) all other previously  undelivered documents required to be delivered by
ITM or the Shareholders to IVP at or prior to the Closing in connection with the
transactions contemplated by this Agreement.


                         (b) At the Closing,  IVP will deliver to ITM (i) a duly
executed  Escrow  Agreement  in the form  annexed  hereto  as  Exhibit  A;  (ii)
certificates  evidencing the shares of Common Stock issued as described  herein,
registered in the name of ITM or its designees, which certificates shall be held
by the Escrow Agent in accordance  with the provisions of the Escrow  Agreement;
(iii) a copy of IVP's Articles of Incorporation  as amended;  (iv) a copy of the
commitment  or  agreement  between  IVP and a  funding  entity  relating  to the
Financing (as defined in Section 6.05)  described in Section 6.05 hereof;  (v) a
certificate  signed by the  President of IVP stating that the  conditions to the
obligations of ITM and the Shareholders set forth in Article VI hereof have been
satisfied in all material  respects by IVP; and (vi) all previously  undelivered
documents required to be delivered by IVP to ITM or the Shareholders at or prior
to the  Closing  in  connection  with  the  transactions  contemplated  by  this
Agreement.


                  1.04.  FURTHER  ASSURANCES.  After  the  Closing,  ITM and the
Shareholders  shall from time to time, at the request of IVP and without further
cost or expense to IVP, execute and deliver such other instruments of conveyance
and transfer and take such other actions as IVP may reasonably request, in order
to more effectively consummate the transactions  contemplated hereby and to vest
in IVP good and marketable title to the ITM Stock being transferred hereunder.

                                   ARTICLE II
               TERMS OF ESCROW; OTHER AGREEMENTS AMONG THE PARTIES


                  2.01.  RELEASE OF SHARES  FROM  ESCROW.  (a) The Shares  being
issued into Escrow hereby shall be released to ITM from Escrow as follows:

                           (i) At  such  time  after  the  Closing  Date  as IVP
achieves  cumulative  revenues of  $500,000.  from the sale of all  products and
services,  10,000,000  Shares  shall  be  released  from  Escrow  to  ITM or its
designees;



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<PAGE>

                           (ii) At  such  time  after  the  Closing  Date as IVP
achieves cumulative revenues attributable to the sale of its PowerAudit software
aggregating  $500,000.  then a further  10,000,000 Shares shall be released from
Escrow to ITM or its designees.

                           (iii) At such  time  after  the  Closing  Date as IVP
achieves cumulative revenues attributable to the sale of its PowerAudit software
aggregating $2,000,000,  then a further 10,000,000 Shares shall be released from
Escrow to ITM or its designees.

                           (iv) At  such  time  after  the  Closing  Date as IVP
achieves cumulative revenues attributable to the sale of its PowerAudit software
aggregating $6,000,000,  then a further 10,000,000 Shares shall be released from
Escrow to ITM or its designees.

                           (v) At  such  time  after  the  Closing  Date  as IVP
achieves  cumulative  revenues  from  the  sale  of all  products  and  services
aggregating $16,200,000,  then the remaining 10,000,000 Shares shall be released
from Escrow to ITM or its designees.

                  2.02.  SATISFACTION OF CERTAIN  FINANCIAL  OBLIGATIONS OF ITM.
IVP  guarantees  the  payment  of all cash  compensation  payable  under  and in
accordance with the terms of the Employment Agreements. See attached Schedules.

                  2.03.  TRANSFER  RESTRICTIONS  (a)  The  Shares  may  only  be
disposed  of after  they have been  released  to ITM from  Escrow  and then only
pursuant to an effective  registration  statement  under the  Securities  Act or
pursuant to an available  exemption from or in a transaction  not subject to the
registration requirements thereof. In connection with any transfer of any Shares
other than pursuant to an effective registration statement,  IVP may require the
transferor  thereof to provide  to IVP an  opinion  of counsel  selected  by the
transferor,  the  form  and  substance  of which  opinion  shall  be  reasonably
satisfactory  to  IVP,  to the  effect  that  such  transfer  does  not  require
registration under the Securities Act of 1933 (the "Securities Act").


                  (b) The  Shareholders  agree to the imprinting,  so long as is
required by this Section 2.03, of a legend on the certificates  representing the
Shares substantially in the following form:

         THESE SHARES HAVE NOT BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE
         COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON
         AN EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
         SOLD EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
         SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A


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<PAGE>

         TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

                  2.04.  REGISTRATION RIGHTS WITH RESPECT TO THE SHARES.


                         (a) INCLUSION OF SHARES IN NEXT REGISTRATION STATEMENT.
IVP shall  include  the Shares in the next  registration  statement  filed by it
under the Securities Act ("Registration  Statement"),  and, subject to its right
to withdraw such filing as described below,  shall use its best efforts to cause
the  effectiveness of the  Registration  Statement within ninety (90) days after
the filing thereof. Any such Registration  Statement may include other shares of
IVP  Stock  which  IVP  is  obligated  to  register.   IVP  shall  maintain  the
effectiveness  of the  Registration  Statement  until the expiration of a period
which is two years after the Registration Statement is declared effective by the
SEC or such  earlier  date when all Shares have been sold or may be sold without
volume  restrictions  pursuant to Rule 144(k)  promulgated  under the Securities
Act, as  determined  by counsel to IVP pursuant to a written  opinion  letter to
such effect, addressed and acceptable to IVP's transfer agent.


                         (b)  POSTPONEMENT  OF  EFFECTIVE  DATE OF  REGISTRATION
STATEMENT.  IVP will be entitled to postpone or interrupt the effective  date of
any Registration  Statement filed in connection with such  registration (and the
use  of  the  prospectus  contained  therein)  if IVP  determines,  in its  best
judgment,  after  consultation with counsel,  that such  registration  statement
would require the premature announcement of any material financing, acquisition,
corporate  reorganization or other material corporate transaction or development
involving  IVP which,  in IVP's  reasonable  determination,  would be materially
detrimental to the interests of IVP and its stockholders.  Any such postponement
or interruption will be for a minimum period  reasonably  required to avoid such
premature  disclosure.  IVP promptly will give the  Shareholders  notice of such
postponement or interruption.

                         (c) ADDITIONAL REGISTRATION  PROCEDURES.  In connection
with IVP's obligations to file a Registration Statement, it shall:

                              (i)  Notify  the  Shareholders  promptly  after it
shall receive notice thereof,  of the time when such Registration  Statement has


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<PAGE>

become  effective with the SEC or a supplement to any prospectus  forming a part
of such Registration Statement (a "Prospectus") has been filed.

                              (ii) Notify the Shareholders of any request by the
SEC  for  the  amending  or  supplementing  of such  Registration  Statement  or
Prospectus or for additional information.

                              (iii)   Prepare   and  file   with  the  SEC  such
amendments and supplements to such Registration Statement and Prospectus used in
connection  therewith as may be necessary  to keep such  Registration  Statement
effective and to comply with the  provisions of the  Securities Act with respect
to the offer of Shares covered by such Registration  Statement during the period
required for distribution of such Shares, as provided in Section 2.04(a), above.

                              (iv)  Furnish to the  Shareholders  such number of
copies of the Prospectus  (including any preliminary  prospectus or supplemental
or amended  prospectus) as the Shareholders  may reasonably  request in order to
facilitate the sale and distribution of the Shares.

                              (v) Prepare and file  promptly  with the SEC,  and
promptly notify the  Shareholders of the filing of, such amendment or supplement
to such Registration  Statement or Prospectus as may be necessary to correct any
untrue  statements of fact or omissions to state any facts necessary to make the
statements  therein not misleading in light of the  circumstances  in which they
were made.

                              (vi) Advise the  Shareholders,  promptly  after it
receives notice or obtains knowledge thereof,  of the issuance of any stop order
by the SEC suspending the  effectiveness of such  Registration  Statement or the
initiation or  threatening  of any  proceeding for that purpose and promptly use
its best  efforts to  prevent  the  issuance  of any stop order or to obtain its
withdrawal if such stop order should be issued.

                              (vii) Prepare and file with the SEC, promptly upon
the request of any of the  Shareholders,  any  amendments or supplements to such
Registration  Statement or Prospectus  which,  in the opinion of counsel for the
Shareholders,  is required under the Securities Act or the rules and regulations
there  under  in  connection  with  the   distribution  of  the  Shares  by  the
Shareholders.




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<PAGE>

                              (viii) Use its best efforts to register or qualify
the Shares covered by each Registration Statement under such state securities or
blue sky laws of such jurisdictions as the Shareholders and any underwriters may
reasonably  request;  provided,  that IVP shall not be  required  to execute any
general  consent to service of process or to qualify to do business as a foreign
corporation  in any  jurisdiction  where  it is not so  qualified  and  provided
further that any such  qualification or registration shall not exceed $5,000 for
any one jurisdiction.

                         (d) IVP may require the  Shareholders to furnish to IVP
such  information  regarding the  distribution  of the Shares and the beneficial
ownership  of  the  Shares  as is  required  by  law  to  be  disclosed  in  the
Registration  Statement and IVP may exclude from such registration Shares of any
holder who unreasonably  fails to furnish such  information  within a reasonable
time after receiving such request.

                         (e) If the Registration  Statement refers to any holder
of Shares by name or otherwise as the holder of any securities of IVP, then such
holder of Shares  shall have the right to  require  (if such  reference  to such
holder of Shares by name or otherwise is not required by the  Securities  Act or
any similar Federal statute then in force) the deletion of the reference to such
holder in any  amendment or supplement to the  Registration  Statement  filed or
prepared subsequent to the time that such reference ceases to be required.

                         (f) Each holder of Shares agrees by its  acquisition of
such  Shares  that it will not offer or sell any Shares  under the  Registration
Statement  until  it has  received  copies  of the  prospectus  included  in the
Registration  Statement as then amended or supplemented and notice from IVP that
such  Registration  Statement  and any  post-effective  amendments  thereto have
become  effective and that such holder will comply with the prospectus  delivery
requirements  of the Securities Act as applicable to it in connection with sales
of Shares pursuant to the Registration Statement.

                         (g) Each holder of Shares agrees by its  acquisition of
such Shares  that,  upon receipt of a notice from IVP of the  occurrence  of any
event of the kind  described  in this  Section  5.01 such holder will  forthwith
discontinue  disposition of Shares until such holder's  receipt of the copies of
the supplemented  prospectus and/or amended Registration  Statement, or until it
is advised in writing by IVP that the use of the  applicable  prospectus  may be
resumed.



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<PAGE>

                         (h)   EXPENSES.   All   expenses   incident   to  IVP's
performance  of or  compliance  with  this  undertaking  in this  Section  2.04,
including  without  limitation  all  registration  and filing  fees  (other than
registration  and filing fees in excess of $5,000 imposed by state securities or
blue sky laws), printing expenses, messenger and delivery expenses, and fees and
disbursements   of  counsel  for  IVP  and  all  independent   certified  public
accountants,  underwriters  (excluding  discounts  and  commissions)  and  other
persons  retained by IVP (all such expenses  being herein  called  "Registration
Expenses"),  will be borne by IVP.  IVP will,  in all events,  pay its  internal
expenses  (including,  without  limitation,  all  salaries  and  expenses of its
officers and employees  performing legal or accounting  duties),  the expense of
any annual audit and the expense of any  liability  insurance.  IVP shall not be
responsible for any commission or selling expenses  incurred by the Shareholders
of Shares,  fees of counsel or accountants  retained by  Shareholders  or of any
other fees not specifically referenced above.

                         (i)  REPORTING   REQUIREMENTS   UNDER  THE   SECURITIES
EXCHANGE ACT OF 1934. IVP shall timely file all such information, documents, and
reports as the SEC may require or prescribe  under either Section 13 or 15(d) of
the Exchange Act. IVP shall, whenever requested by the Shareholders,  notify the
Shareholders,  in  writing  whether  IVP has,  as of the date  specified  by the
Shareholders,  complied with the Exchange Act reporting requirements to which it
is  subject  for a period  prior  to such  date as  shall  be  specified  by the
Shareholders.  IVP acknowledges and agrees that the purposes of the requirements
contained in this Section 2.04(i) are: (I) to enable the  Shareholders to comply
with the current public  information  requirement  contained in Paragraph (c) of
Rule 144 under the Act  should the  Shareholders  ever wish to dispose of any of
the Shares without  registration  under the Securities Act in reliance upon Rule
144 (or any equivalent successor provision); and (II) to qualify IVP for the use
of  registration  statements on Form S-3, or its equivalent  successor  form, in
connection with secondary  distributions of securities of IVP. In addition,  IVP
shall take such other measures and file such other information,  documents,  and
reports  as  shall  hereafter  be  required  by the  SEC as a  condition  to the
availability  of Rule 144 under the Securities Act (or any equivalent  successor
provision), including, without limitation, using its best efforts to assure that
there shall be available at all times adequate public  information  with respect
to IVP and the IVP Stock.  The  obligation  to make  available  adequate  public
information  and  otherwise  take  such  measures   necessary  to  maintain  the
availability  of Rule 144 shall  continue  in the event that IVP shall  cease to
become subject to the filing  requirements of Section 13 or Section 15(d) of the
Exchange Act.





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                         (j) INDEMNIFICATION

                              (i)    INDEMNIFICATION    BY   IVP.   IVP   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each  Shareholder  to the fullest extent  permitted by applicable  law, from and
against  any  and  all  losses,  claims,  damages,   liabilities,   settlements,
judgments,  costs  (including,  without  limitation,  costs of  preparation  and
reasonable  attorneys' fees) and expenses  (collectively,  "Losses"),  incurred,
arising  out of or  relating  to any untrue or  alleged  untrue  statement  of a
material fact contained in the Registration Statement, or any prospectus forming
a part thereof (a "Prospectus"),  or in any amendment or supplement  thereto, or
in any preliminary prospectus,  or arising out of or relating to any omission or
alleged  omission of a material fact required to be stated  therein or necessary
to make  the  statements  therein  (in the  case  of any  Prospectus  or form of
prospectus or supplement thereto, in light of the circumstances under which they
were made) not misleading,  except to the extent that such untrue  statements or
omissions are based solely upon information regarding such Shareholder furnished
in writing to IVP by or on behalf of such Shareholder expressly for use therein,
or to the  extent  that such  information  relates to such  Shareholder  or such
Shareholder's  proposed  method of  distribution  of Shares and was reviewed and
expressly  approved  in writing  by such  Shareholder  expressly  for use in the
Registration  Statement,  such  Prospectus  or such form of prospectus or in any
amendment or supplement thereto, provided,  however, that under no circumstances
shall any Shareholder  who is an officer or director of IVP and  participated in
the preparation and filing of any such Registration  Statement and Prospectus be
relieved from primary liability under the Securities Act or Securities  Exchange
Act for material  misstatements or omissions in said  Registration  Statement or
Prospectus.  IVP shall  notify the  Shareholders  promptly  of the  institution,
threat or assertion of any action,  claim,  suit,  investigation  or  proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened  (herein  referred  to  as a
"Proceeding")  of  which  IVP is  aware  in  connection  with  the  transactions
contemplated by this Agreement.

                              (ii)  INDEMNIFICATION  BY THE  SHAREHOLDERS.  Each
Shareholder shall,  severally and not jointly,  indemnify and hold harmless IVP,
its  directors,  officers,  agents and  employees,  each Person who controls IVP
(within  the meaning of Section 15 of the  Securities  Act and Section 20 of the
Securities  Exchange  Act), to the fullest extent  permitted by applicable  law,
from and against all Losses (as determined by a court of competent  jurisdiction
in a final  judgment not subject to appeal or review)  arising  solely out of or
based  solely upon any untrue  statement  of a material  fact  contained  in the


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Registration Statement,  any Prospectus,  or any form of prospectus,  or arising
solely out of or based solely upon any omission of a material  fact  required to
be stated therein or necessary to make the statements  therein not misleading to
the  extent,  that  such  untrue  statement  or  omission  is  contained  in any
information so furnished in writing by such  Shareholder to IVP specifically for
inclusion in the Registration Statement or such Prospectus or to the extent that
such  information  relates to such  Shareholder or such  Shareholder's  proposed
method of  distribution  of Shares and was  reviewed and  expressly  approved in
writing by such  Shareholder  expressly for use in the  Registration  Statement,
such Prospectus or such form of Prospectus and as otherwise  provided in Section
2.04(j)(i), above.

                              (iii) CONDUCT OF INDEMNIFICATION  PROCEEDINGS.  If
any  Proceeding  shall be brought or  asserted  against  any person  entitled to
indemnity  hereunder (an "Indemnified  Party"),  such Indemnified Party promptly
shall notify the person from whom indemnity is sought (the "Indemnifying Party")
in  writing,  and the  Indemnifying  Party  shall  assume the  defense  thereof,
including the employment of counsel  reasonably  satisfactory to the Indemnified
Party and the  payment of all fees and  expenses  incurred  in  connection  with
defense  thereof;  provided,  that the failure of any Indemnified  Party to give
such notice  shall not  relieve the  Indemnifying  Party of its  obligations  or
liabilities pursuant to this Agreement,  except (and only) to the extent that it
shall  be  finally  determined  by a  court  of  competent  jurisdiction  (which
determination  is not  subject to appeal or further  review)  that such  failure
shall have  proximately  and materially  adversely  prejudiced the  Indemnifying
Party.

                  An Indemnified  Party shall have the right to employ  separate
counsel in any such  Proceeding and to participate in the defense  thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Party or Parties unless:  (1) the Indemnifying  Party has agreed in
writing to pay such fees and expenses;  or (2) the Indemnifying Party shall have
failed  promptly to assume the defense of such  Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named  parties to any such  Proceeding  (including  any  impleaded  parties)
include  both  such  Indemnified  Party  and the  Indemnifying  Party,  and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified  Party
and the Indemnifying  Party (in which case, if such  Indemnified  Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any


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settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

                  All fees and  expenses  of the  Indemnified  Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten (10)  business  days of  written  notice  thereof  to the
Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  PROVIDED, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder).

                              (iv) CONTRIBUTION.  If a claim for indemnification
under Section  2.04(j)(i) or 2.04(j)(ii) is unavailable to an Indemnified  Party
because  of a failure or refusal of a  governmental  authority  to enforce  such
indemnification  in  accordance  with its terms (by  reason of public  policy or
otherwise),   then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 2.04(j)(ii),  any reasonable  attorneys'
or other  reasonable fees or expenses  incurred by such party in connection with
any  Proceeding  to the extent such party would have been  indemnified  for such
fees  or  expenses  if the  indemnification  provided  for in this  Section  was
available to such party in accordance with its terms.



                                       11
<PAGE>

                  The  parties  hereto  agree  that it  would  not be  just  and
equitable if contribution  pursuant to this Section  2.04(j)(iv) were determined
by PRO RATA  allocation or by any other method of allocation  that does not take
into  account  the  equitable  considerations  referred  to in  the  immediately
preceding paragraph. Notwithstanding the provisions of this Section 2.04(j)(iv),
the  Shareholders  shall not be required to contribute,  in the  aggregate,  any
amount in excess of the amount of proceeds actually received by the Shareholders
from the sale of the Shares.  No person guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  Person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                  The indemnity and  contribution  agreements  contained in this
Section are in addition to any liability that the Indemnifying  Parties may have
to the Indemnified Parties.

                         (v) The obligations of IVP and the  Shareholders  under
this Section 2.04(j) shall survive the completion of any offering of Shares in a
registration statement under this Section 2.04, and otherwise.

                  2.05.  ASSIGNMENT  OF  REGISTRATION  RIGHTS.  The  rights of a
Shareholder  to have the  Shares  registered  hereunder  shall be  automatically
assignable by such Shareholder to any assignee or transferee of all or a portion
of the Shares  without the consent of IVP but only (a) after such time as Shares
have been  released  from  Escrow and  vested  with a  Shareholder;  (b) if such
Shareholder  agrees in writing  with the  transferee  or assignee to assign such
rights,  and a copy of such  agreement  is  furnished to IVP within a reasonable
time after such  assignment,  (c) if IVP is, within a reasonable time after such
transfer  or  assignment,  furnished  with  written  notice  of (i) the name and
address of such transferee or assignee,  and (ii) the securities with respect to
such registration  rights are being  transferred or assigned,  and (d) if, at or
before the time IVP receives the written  notice  contemplated  by clause (c) of
this Section,  the transferee or assignee agrees in writing with IVP to be bound
by all of the provisions of this Agreement. The rights to assignment shall apply
to the Shareholders' (and to subsequent) successors and assigns.

                  2.06.  CONFIDENTIALITY.  Each party  hereto will hold and will
cause  its  consultants  and  advisors  to hold  in  strict  confidence,  unless
compelled to disclose by judicial or  administrative  process or, in the opinion
of its counsel,  by other  requirements  of law, all documents  and  information
concerning   the  other  party   furnished   it  by  such  other  party  or  its


                                       12
<PAGE>

representatives  in  connection  with  the  transactions  contemplated  by  this
Agreement  (except to the extent that such information can be shown to have been
(i) previously known by the party to which it was furnished,  (ii) in the public
domain  through no fault of such party,  or (iii) later  lawfully  acquired from
other sources by the party to which it was  furnished),  and each party will not
release or disclose such  information to any other person,  except its auditors,
attorneys,  financial  advisors,  bankers and other  consultants and advisors in
connection  with  this  Agreement.  If the  transactions  contemplated  by  this
Agreement are not consummated, such confidence shall be maintained except to the
extent such  information  comes into the public  domain  through no fault of the
party required to hold it in confidence,  and such information shall not be used
to the  detriment of, or in relation to any  investment  in, the other party and
all such  documents  (including  copies  thereof) shall be returned to the other
party immediately upon the written request of such other party. Each party shall
be deemed to have  satisfied  its  obligation to hold  confidential  information
concerning  or supplied by the other party if it  exercises  the same care as it
takes to preserve confidentiality for its own similar information.

                                   ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF IVP

                  IVP hereby  represents,  covenants and warrants to ITM and the
Shareholders as follows:

                  3.01. CORPORATE  ORGANIZATION;  ETC. IVP 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.  The
copies of the Certificate of Incorporation and By-Laws of IVP attached hereto as
Exhibits  F and G,  respectively,  are  complete  and  correct  copies  of  such
instruments as presently in effect.


                  3.02. CAPITALIZATION OF IVP. As of the date of this Agreement,
the  authorized  capital  stock of IVP consists of  50,000,000  shares of Common
Stock,  $.001 par value per  share,  of which  48,767,348  shares are issued and
outstanding.  All issued  and  outstanding  shares of  capital  stock of IVP are
validly  issued,  fully paid and  nonassessable.  Except as described in Section
3.02  of the  Disclosure  Schedule,  there  are no  outstanding  (a)  securities
convertible into or exchangeable for IVP capital stock; (b) options, warrants or
other  rights to purchase or  subscribe  to capital  stock of IVP or  securities


                                       13
<PAGE>

convertible  into or  exchangeable  for capital stock of IVP; or (c)  contracts,
commitments, agreements,  understandings or arrangements of any kind relating to
the issuance of any capital stock of IVP, any such  convertible or  exchangeable
securities or any such options, warrants or rights.


                  3.03.  SUBSIDIARIES  AND  AFFILIATES.  Except as  described in
Section  3.03  of the  Disclosure  Schedule,  IVP  does  not  own,  directly  or
indirectly,  any capital stock or other equity  securities of any corporation or
have any direct or indirect equity or ownership interest in any business.


                  3.04.  AUTHORIZATION,  ETC. IVP has full  corporate  power and
authority  to  enter  into  this  Agreement  and to carry  out the  transactions
contemplated hereby. The Board of Directors of IVP has taken all action required
by law, IVP's Articles of Incorporation, its By-Laws or otherwise to be taken by
them  to  authorize  the  execution  and  delivery  of  this  Agreement  and the
consummation of the transactions  contemplated  hereby, and, this Agreement is a
valid and binding  agreement of IVP  enforceable  in accordance  with its 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,  (ii) the remedy of specific  performance  and
injunctive  and other  forms of  equitable  relief may be  subject to  equitable
defenses  and to the  discretion  of  the  court  before  which  any  proceeding
therefore may be brought,  and (iii)  enforceability  of Section 2.04(j) of this
Agreement may be subject to limitations of public policy under Federal and State
securities laws.


                  3.05. NO VIOLATION. Neither the execution and delivery of this
Agreement nor the  consummation  of the  transactions  contemplated  hereby will
violate any  provision of the Articles of  Incorporation  or By-Laws of IVP, 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 IVP  under,  any  agreement  or
commitment  to which IVP is a party or by which  IVP is  bound,  or to which the
property  of IVP is  subject,  or violate  any  statute or law or any  judgment,
decree, order, regulation or rule of any court or governmental authority.




                                       14
<PAGE>

                  3.06. SEC REPORTS. The Annual Report of IVP on Form 10-KSB for
the year ended  December 31, 2000 filed under the  Securities  Exchange Act, and
all other  reports  and Proxy  Statements  required to be filed by IVP under the
Securities  Exchange  Act since  April 24,  2000 (the date upon which IVP became
subject to the reporting requirements of the Securities Exchange Act), have been
duly by IVP and were in compliance  with the  requirements  of their  respective
reports forms.

                  3.07.  FINANCIAL  STATEMENTS.  IVP has heretofore delivered to
ITM: (i) a  consolidated  balance  sheet of IVP and IVP's  Subsidiary  (the "IVP
Subsidiary")  as at December 31, 2000;  and  consolidated  statements of income,
changes in  stockholders'  equity and changes in financial  position for each of
the years then ended,  all  certified by Weinberg & Company,  P.A.,  independent
certified public  accountants,  whose reports thereon are included therein;  and
(ii) an unaudited consolidated balance sheet of IVP and the IVP Subsidiary as at
June 30, 2001 (the "Balance Sheet"),  and unaudited  consolidated  statements of
income,  changes in stockholders'  equity and changes in financial  position for
the six  months  then  ended.  Such  consolidated  balance  sheets and the notes
thereto are true,  complete  and accurate  and fairly  present the  consolidated
assets, liabilities and financial condition of IVP and the IVP Subsidiary at the
respective dates thereof, and such consolidated statements of income, changes in
stockholders' equity and changes in financial position and the notes thereto are
true, complete and accurate and fairly present the results of operations for the
periods  therein  referred  to;  all  in  accordance  with  generally   accepted
accounting  principles  consistently  applied  throughout  the periods  involved
except, in the case of unaudited  statements,  for normally  recurring  year-end
adjustments,  which  adjustments will not be material either  individually or in
the aggregate.


                  3.08. INTERIM OPERATIONS. Since the date of the Balance Sheet,
the  business of IVP has been  conducted  only in the  ordinary and usual course
consistent with past practice.  Since the date of the Balance Sheet,  there have
not been any material  adverse  changes in the  financial  condition,  assets or
results of operations of IVP or the IVP Subsidiary. Since such date, such assets
have not been affected in any way as a result of flood, fire, explosion or other
casualty  (whether  or not  covered  by  insurance).  IVP is  not  aware  of any
circumstances  which may cause it to suffer any material  adverse  change in its
business, operations or prospects.


                  3.09.  PATENTS,  TRADEMARKS,  TRADE NAMES,  ETC. As more fully
described in Section 3.09 of the Disclosure Schedule, IVP is licensed to use all
technology,  know-how and processes  used in or necessary for the conduct of the
business as heretofore conducted.




                                       15
<PAGE>

                  3.10.  LEASES.  IVP is not  party  to any  lease  for  real or
personal property.


                  3.11.  ORDERS AND RETURNS.  As of the date of this  Agreement,
IVP  does  not  have  any  commitments  or  unfulfilled  orders  for the sale of
merchandise.  As of the date of this Agreement,  there are no claims against IVP
to return any merchandise.


                  3.12.  AGREEMENTS  IN FULL FORCE AND  EFFECT.  All  contracts,
agreements,  policies and licenses  referred to in the  Disclosure  Schedule are
valid and in full force and effect, and true copies thereof have been heretofore
made available to ITM.
                  3.13.   LITIGATION.   There  is  no  action,   suit,  inquiry,
proceeding  or  investigation  by or before any court or  governmental  or other
regulatory or administrative  agency or commission pending threatened against or
involving  IVP or the IVP  Subsidiary,  or which  questions  or  challenges  the
validity of this Agreement or any action taken or to be taken by IVP pursuant to
this  Agreement or in  connection  with the  transactions  contemplated  hereby.
Neither IVP nor the IVP  Subsidiary is subject to any judgment,  order or decree
entered in any  lawsuit or  proceeding  which may have an adverse  effect on its
business  practices  or on its  ability to acquire  any  property or conduct its
business in any area.

                  3.14.  DISCLOSURE.  No representations or warranties by IVP in
this Agreement and no statement  contained in any document  (including,  without
limitation,  financial statements and the Disclosure Schedule),  certificate, or
other  writing  furnished  or to be  furnished  by  IVP  to  ITM  or  any of its
representatives  pursuant to the  provisions  hereof or in  connection  with the
transactions  contemplated hereby, contains or will contain any untrue statement
of material fact or omits or will omit to state any material fact necessary,  in
light  of the  circumstances  under  which  it was  made,  in  order to make the
statements herein or therein not misleading.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF ITM

                  ITM and the Shareholders, jointly and severally, represent and
warrant to IVP as follows:


                  4.01. CORPORATE ORGANIZATION;  ETC. ITM is a corporations duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.  All the issued and outstanding  shares of capital stock of ITM (i) have


                                       16
<PAGE>

been duly  authorized  by all  necessary  corporation  action,  (ii) are validly
issued, fully paid and nonassessable and are owned by the Shareholders.


                  4.02.  AUTHORIZATION;  ETC. ITM has full  corporate  power and
authority  to  enter  into  this  Agreement  and to carry  out the  transactions
contemplated hereby. The Board of Directors of ITM has taken all action required
by law, its Articles of Incorporation  and By-Laws or otherwise to authorize the
execution  and  delivery of this  Agreement  and the  transactions  contemplated
hereby,  and this Agreement is a valid and binding  agreement of ITM enforceable
in accordance with its 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,  (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable  defenses  and to  the  discretion  of  the  court  before  which  any
proceeding therefor may be brought,  and (iii) enforceability of Section 2.04(j)
of this  Agreement may be subject to  limitations of public policy under Federal
and State securities laws.

                  4.03. NO VIOLATION. Neither the execution and delivery of this
Agreement nor the  consummation  of the  transactions  contemplated  hereby will
violate any  provisions of the Articles of  Incorporation  or By-Laws of ITM, or
violate,  or be in conflict  with, or constitute a default  under,  or cause the
acceleration  of the  maturity  of any  debt  or  obligation  pursuant  to,  any
agreement  or  commitment  to which ITM is a party or by which ITM is bound,  or
violate any statute or law or any judgment, decree, order, regulation or rule of
any court or governmental authority.

                  4.04. NO PRIOR ACTIVITIES.  ITM does not have assets exceeding
an  aggregate  value of $1,000,  and has not  incurred,  directly or through any
subsidiary, any liabilities or obligations,  except those incurred in connection
with  its  incorporation  or  with  the  negotiation  and  consummation  of this
Agreement and the transactions  contemplated thereby. ITM has not engaged in any
business  or  activities  of any type or kind  whatsoever,  or entered  into any
agreements or arrangements  with any person or entity, or is subject to or bound
by any obligation or undertaking  which is not described in or  contemplated  by
this Agreement.

                  4.05.  OWNERSHIP  OF ITM  SHARES.  Each  of  the  Shareholders
represents  and  warrants  to IVP that he is the sole  lawful,  beneficial,  and
record owner of the shares of ITM Stock listed on Schedule A hereto, free of any
liens, charges, security interests or encumbrances,  and has good and marketable
title to such shares.




                                       17
<PAGE>

                  4.06.  INVESTMENT  INTENT  AS  TO  THE  SHARES.  Each  of  the
Shareholders is acquiring the Shares for his own account, for investment and not
with a view to, or for sale in connection  with, any distribution of such shares
or any part thereof,  without prejudice,  however, to such Shareholder's  right,
subject to the provisions of this  Agreement,  at all times to sell or otherwise
dispose of all or any part of the Shares  pursuant to an effective  registration
statement  under the  Securities  Act and in compliance  with  applicable  state
securities laws or under an exemption from such registration..

                  4.07.  NO  REGISTRATION  OF SHARES.  Each of the  Shareholders
acknowledges  that the Shares have not been registered under the Securities Act,
and that, except as provided in Article II hereof, IVP is under no obligation to
register under the Securities Act the shares of IVP Stock being issued to ITM or
the Shareholders hereunder.

                  4.08.  POWER AND AUTHORITY.  Each of the Shareholders has full
right,  power,  and  authority  to  execute  and  deliver,  and to  perform  his
obligations under, this Agreement and that this Agreement has been duly executed
and delivered by him and constitutes his valid and binding obligation.

                  4.09.  FURTHER  ASSURANCES.  Each  Shareholder  shall take any
further  action or execute  such  further  instruments  as may be  necessary  to
effectuate the terms of this Agreement.

                                    ARTICLE V
                                COVENANTS OF IVP

                  IVP hereby covenants and agrees with ITM:

                  5.01.  FULL  ACCESS.  IVP shall  afford to ITM,  its  counsel,
accountants  and  other  representatives  full  access to the  plants,  offices,
warehouses, properties, books and records of IVP in order that ITM may have full
opportunity  to make  such  investigations  as it  shall  desire  to make of the
affairs of IVP.


                  5.02. APPROVAL OF STOCKHOLDERS;  PROXY STATEMENT.  IVP and its
officers and  directors  shall (a) cause a meeting of IVP's  stockholders  to be
duly called and held as soon as  practicable  for the purpose of voting to amend
to IVP's  Articles of  Incorporation  to increase the number of shares of common


                                       18
<PAGE>

stock that IVP is authorized to issue to 150,000,000  shares of common stock and
a class of blank check preferred stock consisting of 50,000,000  shares, as more
fully described in Section 6.04 hereof (the "Amendment"), (b) recommend approval
and adoption of the Amendment to IVP stockholders and (c) use their best efforts
to  obtain  the  necessary  approval  and  adoption  of the  Amendment  by IVP's
stockholders.  In connection with such  stockholders'  meeting,  IVP will file a
Preliminary  Proxy  Statement  with the SEC and will  use its  best  efforts  to
receive and respond to the comments of the SEC and to cause the Definitive Proxy
Statement  to be mailed to its  stockholders,  all at the  earliest  practicable
time.


                  5.03. FINANCING.  It is understood and agreed that the receipt
of a  commitment  for the  Financing  (as defined in Section  6.05  hereof) is a
condition to the effectiveness of this Agreement.  IVP will use its best efforts
to arrange for a commitment for the Financing as soon as practicable.

                  5.04.  COVENANT TO SATISFY  CONDITIONS.  IVP will use its best
efforts  to insure  that the  conditions  set  forth in  Article  VI hereof  are
satisfied, insofar as such matters are within the control of any of them.

                  5.05. CERTIFICATES.  At the Closing, IVP will furnish ITM with
such  certificates  of its officers and others to evidence  compliance  with the
covenants set forth in this Article V as may be reasonably requested by ITM.

                                   ARTICLE VI
              CONDITIONS TO ITM'S AND THE SHAREHOLDERS OBLIGATIONS

                  Each and every  obligation  of ITM under this  Agreement to be
performed on or before the Closing shall be subject to the  satisfaction,  on or
before  the  Closing,  of each of the  following  conditions,  unless  waived in
writing by ITM:

                  6.01. REPRESENTATIONS AND WARRANTIES TRUE. The representations
and  warranties of IVP contained  herein shall be in all material  respects true
and  accurate  as of the date when made and at and as of the  Closing  as though
such representations and warranties were made at and as of such date, except for
changes expressly permitted or contemplated by the terms of this Agreement.



                                       19
<PAGE>

                  6.02. PERFORMANCE.  IVP shall have performed and complied with
all  agreements,  obligations  and  conditions  required by this Agreement to be
performed or complied with by them on or prior to the Closing.

                  6.03.  NO  GOVERNMENTAL  PROCEEDING  OR  LITIGATION.  No suit,
action,  investigation,  inquiry or other proceeding by any governmental body or
other person or legal or administrative proceeding shall have been instituted or
threatened  which  questions  the  validity  or  legality  of  the  transactions
contemplated hereby.


                  6.04.  AMENDMENT  OF  CHARTER.  IVP  shall  have  amended  its
Articles of  Incorporation to increase the number of shares of common Stock that
it is authorized to issue to  150,000,000  shares and add a class of blank check
preferred stock consisting of 50,000,000 shares.

                  6.05.  FINANCING.  At or prior to the Closing,  IVP shall have
received  an  irrevocable  commitment  or  entered  into  an  agreement  for the
provision  of financing in the net amount of $500,000  (the  "Financing")  to be
funded within twenty (20) days of the Closing Date.


                  6.05.  CERTIFICATES.  IVP shall have  furnished  ITM with such
certificates  of their  officers  and  others to  evidence  compliance  with the
conditions set forth in this Article VI as may be reasonably requested by ITM.

                                   ARTICLE VII
                 CONDUCT OF IVP'S BUSINESS PENDING THE CLOSING

                  Pending  the  Closing,   and  except  as  otherwise  expressly
consented to or approved by ITM in writing:

                  7.01.  REGULAR  COURSE  OF  BUSINESS.  IVP  will  carry on its
business   diligently  and  substantially  in  the  same  manner  as  heretofore
conducted, and IVP shall not institute any new methods of manufacture, purchase,
sale, lease, management, accounting or operation or engage in any transaction or
activity,  enter  into any  agreement  or make  any  commitment,  except  in the
ordinary course of business and consistent with past practice.

                  7.02.  AMENDMENTS.   Except  as  otherwise  described  in  and
required by Section 6.04  hereof,  IVP shall not change or amend its Articles of
Incorporation or By-Laws.




                                       20
<PAGE>

                  7.03. CAPITAL CHANGES;  DIVIDENDS,  REDEMPTIONS.  IVP will not
issue or sell any  shares of its  capital  stock or other  securities  except in
connection with the Financing or any other financing  transaction  which results
in IVP receiving working capital, acquire directly or indirectly,  by redemption
or otherwise,  any such capital  stock,  reclassify or split-up any such capital
stock,  declare  or pay any  dividends  thereon  in  cash,  securities  or other
property or make any other distribution with respect thereto,  or grant or enter
into any  options,  warrants,  calls or  commitments  of any kind  with  respect
thereto.


                  7.04.  COMPLIANCE  WITH LAWS.  IVP shall duly  comply with all
laws applicable to it and its properties, operations, business and employees.

                  7.05. SEC REPORTS.  IVP will duly file all reports required to
be filed by it with the SEC pursuant to the Securities Exchange Act.

                                  ARTICLE VIII
                           TERMINATION AND ABANDONMENT

                  8.01.  METHODS OF TERMINATION.  The transactions  contemplated
herein may be  terminated  and/or  abandoned  at any time but not later than the
Closing:

                         (a) By  mutual  consent  of the  respective  Boards  of
Directors  of IVP and ITM; or

                         (b) By  the  Board  of  Directors  of  ITM on or  after
October 31, 2001, or such later date as may be  established  pursuant to Section
1.03  hereof,  if any of the  conditions  provided  for in  Article  VI of  this
Agreement  shall not have been met or  waived  in  writing  by ITM prior to such
date.

                  8.02. PROCEDURE UPON TERMINATION.  In the event of termination
and  abandonment  of this  Agreement  pursuant to Section 8.01  hereof,  written
notice thereof shall forthwith be given to the other party and the  transactions
contemplated by this Agreement  shall be terminated  and/or  abandoned,  without
further action by IVP or ITM. If the transactions contemplated by this Agreement
are terminated and/or abandoned as provided herein:



                                       21
<PAGE>

                         (a) Each  party  will  redeliver  all  documents,  work
papers  and other  material  of any other  party  relating  to the  transactions
contemplated  hereby,  whether so obtained before or after the execution hereof,
to the party furnishing the same;

                         (b) All confidential  information received by any party
hereto with respect to the business of any other party or its subsidiaries shall
be treated in accordance with Section 2.06 hereof; and

                         (c) No party hereto shall have any liability or further
obligation  to  any  other  party  to  this   Agreement   except  as  stated  in
subparagraphs (a) and (b) of this Section 8.02.


                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

                  9.01.  AMENDMENT AND MODIFICATION.  Subject to applicable law,
this Agreement may be amended, modified and supplemented by written agreement of
the  respective  Boards  of  Directors  of IVP  and ITM or by  their  respective
officers authorized by such Boards of Directors at any time prior to the Closing
with respect to any of the terms contained herein.

                  9.02.  WAIVER OF  COMPLIANCE.  Any  failure of IVP, on the one
hand, or ITM, on the other, to comply with any obligation,  covenant,  agreement
or condition  herein may be  expressly  waived in writing by the Chairman of the
Board.  President  or a Vice  President  of IVP or ITM,  respectively,  but such
waiver or  failure  to  insist  upon  strict  compliance  with such  obligation,
covenant,  agreement or condition  shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.

                  9.03.  EXPENSES;  TRANSFER  TAXES,  ETC  Whether  or  not  the
transaction contemplated by this Agreement shall be consummated, IVP agrees that
all fees and expenses  incurred by it in connection with this Agreement shall be
borne  by it and ITM  agrees  that  all  fees  and  expenses  incurred  by it in
connection  with  this  Agreement  shall  be  borne  by it,  including,  without
limitation  as to IVP or ITM,  all fees of counsel and  accountants.  IVP agrees
that it will pay all  sales,  transfer  or other  taxes  which may be payable in
connection with the transactions contemplated by this Agreement.

                  9.04.  NOTICES.  All  notices,  requests,  demands  and  other
communications  required or permitted hereunder shall be in writing and shall be
deemed to have been duly  given if  delivered  by hand or mailed,  certified  or
registered mail with postage prepaid:




                                       22
<PAGE>

                         (a) If to IVP, to:

                             IVP Technology Corporation
                             Suite 300
                             54 Village Centre Place
                             Mississauga, Ontario, Canada

                         (with a copy to:)


                             Ruffa & Ruffa, P.C.
                             150 East 58th Street
                             New York, New York 10155
                             Attn. William P. Ruffa, Esq.

or to such other person or address as IVP shall furnish to ITM in writing.


                         (b) If to ITM or the Shareholders, to:

                             2275 Lakeshore Blvd., West, Suite 401,
                             Toronto, Ontario,
                             CANADA    M8V 3Y3

                             Attention: Brian MacDonald



or to such other person or address as ITM shall furnish to IVP in writing.

                  9.05.  ASSIGNMENT.  This  Agreement and all of the  provisions
hereof shall be binding upon and inure to the benefit of the parties  hereto and
their respective  successors and permitted  assigns,  but neither this Agreement
nor any of the rights,  interests or obligations  hereunder shall be assigned by
any of the  parties  hereto  without  the  prior  written  consent  of the other
parties.

                  9.06.  GOVERNING LAW. This Agreement  shall be governed by and
construed  and enforced in  accordance  with the  internal  laws of the State of
Nevada without regard to the principles of conflicts of law thereof.  Each party
hereby  irrevocably  submits to the non-exclusive  jurisdiction of the State and
Federal courts  sitting in the City of Las Vegas,  for the  adjudication  of any


                                       23
<PAGE>

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.


                  9.07. 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.

                  9.08.  CONSTRUCTION.  The  parties  hereto  have  participated
jointly in the  negotiation  and  drafting  of this  Agreement.  In the event an
ambiguity or question of intent or interpretation  arises,  this Agreement shall
be construed as if drafted jointly by the parties and no presumption shall arise
favoring  or  disfavoring  any party by virtue of the  authorship  of any of the
provisions  of this  Agreement.  Any  reference to any  federal,  state or local
statute  or law shall be  deemed  to also to refer to all rules and  regulations
promulgated  thereunder,   unless  the  context  requires  otherwise.  The  word
"including"  shall mean including  without  limitation.  The parties intend that
each   representation,   warranty  or  covenant   contained  herein  shall  have
independent significance. If any party has breached any representation, warranty
or  covenant  herein  in  any  respect,  the  fact  that  there  exists  another
representation,  warranty  or  covenant  relating  to the  same  subject  matter
(regardless  of the  relative  levels  of  specificity)  which the party has not
breached shall not detract from or mitigate the fact that the party is in breach
of the first representation, warranty or covenant.

                  9.09. SEVERABILITY.  In case any one or more of the provisions
of this Agreement shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall


                                       24
<PAGE>

not in any way be affected or impaired  thereby and the parties  will attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.

                  9.10.  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.


                  9.11.  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.

                  9.12. ENTIRE AGREEMENT. This Agreement, including the Exhibits
hereto,  the  Disclosure  Schedule  and the  other  documents  and  certificates
delivered  pursuant  to the terms  hereof,  set forth the entire  agreement  and
understanding  of the parties hereto in respect of the subject matter  contained
herein, and supersede all prior agreements,  promises, covenants,  arrangements,
communications,  representations or warranties,  whether oral or written, by any
officer, employee or representative of any party hereto.




                                       25
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective  corporate seals to be affixed hereto, all as
of the day and year first above written.

                                  IVP TECHNOLOGY CORPORATION

[Seal]                            By:
                                      --------------------------------
                                      Title:
Attest:

-------------------------
Title:


                                  INTERNATIONAL TECHNOLOGY MARKETING, INC.



[Seal]                            By:
                                      --------------------------------
                                       Title:
Attest:

-------------------------
Title:


                                  SHAREHOLDERS


----------------------                  -----------------------------------
Brian MacDonald                         Peter Hamilton



----------------------                  -----------------------------------
Kevin Birch                             Sherry Bullock


----------------------
Geno Villella








                                       26
<PAGE>

Attached  schedule  to Stock  purchase  agreement  dated  Sept 17,  2001 for ITM
Employment Agreements:


Brian MacDonald dated August 30, 2001

Kevin Birch dated August 30, 2001

Peter Hamilton dated August 30, 2001

Geno Villella dated August 30, 2001

Sherry Bullock dated August 30, 2001


























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