Exhibit 10.33


THIS DEBENTURE,  AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,
THE  "SECURITIES"),  HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES
AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE.  THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM  REGISTRATION  UNDER
REGULATION  D  PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
"ACT").  THE SECURITIES ARE  "RESTRICTED"  AND MAY NOT BE OFFERED OR SOLD UNLESS
THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT,  PURSUANT  TO  REGULATION  D OR
PURSUANT TO AVAILABLE  EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE ACT
AND THE  COMPANY  WILL BE  PROVIDED  WITH  OPINION  OF  COUNSEL  OR  OTHER  SUCH
INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.



                                    DEBENTURE


                           IVP TECHNOLOGY CORPORATION


                            5% CONVERTIBLE DEBENTURE


                               DUE MARCH ___, 2004


No.  ___                                                             $__________

         This  Debenture  is  issued  by IVP  TECHNOLOGY  CORPORATION,  a Nevada
corporation (the "COMPANY"), to ____________________________  (together with its
permitted  successors  and assigns,  the "HOLDER")  pursuant to exemptions  from
registration under the Securities Act of 1933, as amended.

                                   ARTICLE I.

         SECTION 1.01 PRINCIPAL AND INTEREST.  For value  received,  on February
___,  2002,  the  Company  hereby  promises to pay to the order of the Holder in
lawful money of the United States of America and in immediately  available funds
the principal sum of __________________(US $________), together with interest on
the unpaid principal of this Debenture at the rate of five percent (5%) per year
(computed on the basis of a 365-day year and the actual days  elapsed)  from the
date of this Debenture until paid. At the Company's option, the entire principal
amount and all  accrued  interest  shall be either (a) paid to the Holder on the
second  (2nd ) year  anniversary  from  the  date  hereof  or (b)  converted  in
accordance with Section 1.02 herein.

         SECTION  1.02  OPTIONAL  CONVERSION.  The  Holder is  entitled,  at its
option, to convert, and sell on the same day, at any time and from time to time,
until



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payment in full of this  Debenture,  all or any part of the principal  amount of
the Debenture,  plus accrued interest,  into shares (the "CONVERSION SHARES") of
the Company's common stock, par value $0.0001 per share ("COMMON STOCK"), at the
price per share (the "CONVERSION  PRICE") equal to either (a) an amount equal to
one hundred  twenty  percent (120%) of the closing bid price of the Common Stock
as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P.
(the  "CLOSING  BID  PRICE") as of the date  hereof,  or (b) an amount  equal to
eighty percent (80%) of the average of the four (4) lowest Closing Bid Prices of
the  Common  Stock  for the five (5)  trading  days  immediately  preceding  the
Conversion  Date  (as  defined  herein).  Subparagraphs  (a) and (b)  above  are
individually  referred to as a "CONVERSION  PRICE".  As used herein,  "PRINCIPAL
MARKET" shall mean the Nasdaq Bulletin Board System,  Nasdaq SmallCap Market, or
American  Stock  Exchange.  If the  Common  Stock is not  traded on a  Principal
Market, the Closing Bid Price shall mean, the reported Closing Bid Price for the
Common Stock,  as furnished by the National  Association of Securities  Dealers,
Inc., for the applicable  periods.  No fraction of shares or scrip  representing
fractions  of  shares  will be issued on  conversion,  but the  number of shares
issuable shall be rounded to the nearest whole share. To convert this Debenture,
the Holder hereof shall deliver  written notice  thereof,  substantially  in the
form  of  EXHIBIT  "A" to  this  Debenture,  with  appropriate  insertions  (the
"CONVERSION  NOTICE"),  to the Company at its address as set forth  herein.  The
date upon which the conversion shall be effective (the "CONVERSION  DATE") shall
be deemed to be the date set forth in the Conversion Notice.



         Section 1.03 RIGHT OF REDEMPTION.  The Company at its option shall have
the right to redeem,  with thirty (30) business days advance written notice (the
"REDEMPTION NOTICE"), a portion or all outstanding  convertible  debenture.  The
redemption  price  shall be one  hundred  twenty  percent  (120%) of the  amount
redeemed  plus  accrued  interest.  Once the  Company has issued to the Holder a
Redemption Notice the Holder may continue to execute conversions only as long as
the closing bid price of the Company's  Common Stock the day prior to conversion
is above the Fixed Price.


In the event the Company  exercises a redemption  of either all or a portion the
Convertible  Debenture,  the  Holder  shall  receive a warrant to  purchase  ten
thousand  (10,000)  shares of the  Company's  Common Stock for every One Hundred
Thousand  Dollars  ($100,000)  redeemed,  pro rata.  (the "WARRANT") The Warrant
shall be exercisable on a "cash basis" and have an exercise price of fifty cents
($0.50) per share. The Warrant shall have  "piggy-back" and demand  registration
rights and shall survive for two (2) years from the Closing Date.

         Section 1.04 RESERVATION OF COMMON STOCK. The Company shall reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the  conversion of this  Debenture,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its  stockholders  within sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

         Section 1.05 REGISTRATION  RIGHTS. The Company is obligated to register
the  resale of the  Conversion  Shares  under  the  Securities  Act of 1933,  as


                                       2
<PAGE>

amended,  pursuant to the terms of a Registration Rights Agreement,  between the
Company and the Holder of even date herewith (the "INVESTOR  REGISTRATION RIGHTS
Agreement").

         Section 1.06 INTEREST PAYMENTS. The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered.  At the time such  interest is  payable,  the  Company,  in its sole
discretion,  may elect to pay  interest in cash (via wire  transfer or certified
funds) or in the form of Common Stock. In the event of default,  as described in
Article III Section  3.01  hereunder,  the Holder may elect that the interest be
paid in cash (via wire  transfer  or  certified  funds) or in the form of Common
Stock.  If paid in the form of Common  Stock,  the  amount of stock to be issued
will be calculated  as follows:  the value of the stock shall be the Closing Bid
Price on:  (i) the date the  interest  payment is due;  or (ii) if the  interest
payment is not made when due, the date the interest payment is made. A number of
shares of Common Stock with a value equal to the amount of interest due shall be
issued.  No fractional shares will be issued;  therefore,  in the event that the
value of the Common Stock per share does not equal the total  interest  due, the
Company will pay the balance in cash.

         Section 1.07 PAYING AGENT AND  REGISTRAR.  Initially,  the Company will
act as paying  agent and  registrar.  The Company  may change any paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

         Section 1.08 SUBORDINATED  NATURE OF DEBENTURE.  This Debenture and all
payments  hereon,  including  principal or interest,  shall be  subordinate  and
junior in right of payment to all  accounts  payable of the Company  incurred in
the  ordinary  course of business  and/or bank debt of the Company not to exceed
$150,000.

                                  ARTICLE II.

         SECTION 2.01  AMENDMENTS  AND WAIVER OF DEFAULT.  The  Debenture may be
amended with the consent of the Holder.  Without the consent of the Holder,  the
Debenture  may be amended to cure any  ambiguity,  defect or  inconsistency,  to
provide for  assumption of the Company  obligations to the Holder or to make any
change that does not adversely affect the rights of the Holder.

                                  ARTICLE III.

         SECTION  3.01  EVENTS OF  DEFAULT.  An Event of  Default  is defined as
follows:  (a) failure by the Company to pay amounts due hereunder within fifteen
(15) days of the date of maturity of this Debenture;  (b) failure by the Company
to comply with the terms of the Irrevocable Transfer Agent Instructions attached
to the  Securities  Purchase  Agreement;  (c) failure by the Company's  transfer
agent to issue Common Stock to the Holder  within five (5) days of the Company's
receipt of the attached  Notice of  Conversion  from Holder;  (d) failure by the
Company for fifteen (15) days after notice to it to comply with any of its other
agreements  in the  Debenture;  (e) events of bankruptcy  or  insolvency;  (f) a
breach by the Company of its obligations under the Securities Purchase Agreement
or the Investor  Registration Rights Agreement which is not cured by the Company
within ten (10) days after receipt of written notice thereof.

                                       3
<PAGE>

         SECTION 3.02 FAILURE TO ISSUE  UNRESTRICTED  COMMON STOCK. As indicated
in Article III Section  3.01, a breach by the Company of its  obligations  under
the Investor  Registration Rights Agreement shall be deemed an Event of Default,
which if not cured within ten (10) days,  shall  entitle the Holder  accelerated
full  repayment of all debentures  outstanding.  The Company  acknowledges  that
failure to honor a Notice of  Conversion  shall  cause  irreparable  harm to the
Holder.

                                  ARTICLE IV.

         SECTION 4.01 RIGHTS AND TERMS OF CONVERSION.  This Debenture,  in whole
or in part,  may be converted at any time  following  the date of closing,  into
shares of Common Stock at a price equal to the Conversion  Price as described in
Section 1.02 above.

         SECTION  4.02  RE-ISSUANCE  OF  DEBENTURE.  When the  Holder  elects to
convert a part of the Debenture,  then the Company shall reissue a new Debenture
in the same form as this Debenture to reflect the new principal amount.

         SECTION 4.03  TERMINATION OF CONVERSION  RIGHTS.  The Holder's right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall terminate on the date that is the second (2nd) year  anniversary  from the
date hereof and this Debenture shall be automatically  converted on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

         SECTION 5.01 ANTI-DILUTION.  In the event that the Company shall at any
time subdivide the  outstanding  shares of Common Stock,  or shall issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

         SECTION  5.02  CONSENT OF HOLDER TO SELL COMMON  STOCK.  Except for the
Equity Line of Credit  Agreement  dated the date hereof  between the Company and
Cornell Capital Partners,  LP. so long as any of the principal of or interest on
this Note remains  unpaid and  unconverted,  the Company shall not,  without the
prior  consent  of the  Holder,  issue  or sell  (i) any  Common  Stock  without
consideration  or for a consideration  per share less than its fair market value
determined  immediately  prior to its issuance,  (ii) issue or sell any warrant,
option,  right,  contract,  call, or other  security or instrument  granting the
holder thereof the right to acquire Common Stock without  consideration or for a
consideration  per  share  less than  such  Common  Stock's  fair  market  value
determined  immediately  prior to its issuance,  or (iii) file any  registration
statement on Form S-8.



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<PAGE>

                                  ARTICLE VI.

         SECTION 6.01 NOTICE.  Notices regarding this Debenture shall be sent to
the  parties  at the  following  addresses,  unless a party  notifies  the other
parties, in writing, of a change of address:


If to the Company, to:          IVP Technology Corporation
                                2275 Lakeshore Blvd., West - Suite 401
                                Toronto, Ontario Canada M8V 3Y3
                                Attention:  Brian MacDonald, President and CEO
                                Telephone:        (416) 255-7578
                                Facsimile:        (416) 252 4578

With a copy to:                 Danson Partners, LLC
                                420 Lexington Avenue - Suite 2739
                                New York, New York 10170
                                Attention: Wayne Danson
                                Telephone: 9646) 227-1600
                                Facsimile: 9646) 227-1666

With a copy to:                 Kirkpatrick & Lockhart LLP
                                201 South Biscayne Boulevard - Suite 2000
                                Miami, FL  33131-2399
                                Attention:        Clayton E. Parker, Esq.
                                Telephone:        (305) 539-3300
                                Facsimile:        (305) 358-7095

If to the Holder:               ----------------------------------
                                ----------------------------------
                                ----------------------------------

With a copy to:                 Butler Gonzalez LLP
                                1000 Stuyvesant Avenue - Suite 6
                                Union, NJ 07083
                                Attention: David Gonzalez, Esq.
                                Telephone: (908) 810-8588
                                Facsimile: (908) 810-0973

         SECTION 6.02 GOVERNING  LAW. This Debenture  shall be deemed to be made
under and shall be construed in accordance  with the laws of the State of Nevada
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the  jurisdiction of the U.S.  District Court sitting in the
District  of the State of New  Jersey  or the  state  courts of the State of New
Jersey  sitting in Hudson  County,  New Jersey in  connection  with any  dispute
arising under this Debenture and hereby waives,  to the maximum extent permitted
by law, any objection,  including any objection based on FORUM NON CONVENIENS to
the bringing of any such proceeding in such jurisdictions.

                                       5
<PAGE>

         SECTION 6.03  SEVERABILITY.  The invalidity of any of the provisions of
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions of this Debenture, which shall remain in full force and effect.

         SECTION 6.04 ENTIRE AGREEMENT AND AMENDMENTS. This Debenture represents
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof  and there are no  representations,  warranties  or  commitments,
except as set forth herein.  This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

         SECTION 6.05  COUNTERPARTS.  This Debenture may be executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.

         IN WITNESS  WHEREOF,  with the intent to be legally bound  hereby,  the
Company as executed this Debenture as of the date first written above.

                                           IVP TECHNOLOGYCORPORATION

                                           By:
                                           Name:    Brian MacDonald
                                           Title:    President and CEO




                                   EXHIBIT "A"
                                   -----------


                              NOTICE OF CONVERSION
                              --------------------


           (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE NOTE)



TO:

         The undersigned hereby irrevocably elects to convert $ of the principal
amount  of the  above  Note  into  Shares  of  Common  Stock  of IVP  Technology
Corporation,  according to the conditions  stated therein,  as of the Conversion
Date written below.



CONVERSION DATE:
                                  ----------------------------------------------
APPLICABLE CONVERSION PRICE:
                                  ----------------------------------------------
SIGNATURE:
                                  ----------------------------------------------
NAME:
                                  ----------------------------------------------
ADDRESS:
                                  ----------------------------------------------

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AMOUNT TO BE CONVERTED:  $
                                  ----------------------------------------------
AMOUNT OF DEBENTURE UNCONVERTED: $
                                  ----------------------------------------------

CONVERSION PRICE PER SHARE: $
                                  ----------------------------------------------
NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:
                                  ----------------------------------------------


PLEASE ISSUE THE SHARES OF
COMMON STOCK IN THE FOLLOWING
NAME AND TO THE FOLLOWING
ADDRESS:
                                  ----------------------------------------------




ISSUE TO:
                                  ----------------------------------------------
AUTHORIZED SIGNATURE:
                                  ----------------------------------------------
NAME:
                                  ----------------------------------------------
TITLE:
                                  ----------------------------------------------
PHONE NUMBER:
                                  ----------------------------------------------
BROKER DTC PARTICIPANT CODE:
                                  ----------------------------------------------
ACCOUNT NUMBER:
                                  ----------------------------------------------










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