Exhibit 10.12

                                  HEADS OF AGREEMENT

        This agreement is made on 28th December 2001

                                       Between

        TiG ACQUISTION CORPORATION registered in Delaware of Corporation Center,
        Suite P-4, 39 Old Ridgebury Road, Danbury, CT 06810 ("TiG")

                                         and

        IVP TECHNOLOGY INCORPORATED registered in Nevada of 2275 Lakeshore Blvd.
        West, Suite 401, Toronto, Ontario, Canada, M8V 3Y3 ("IVP")

RE:  SOFTWARE DISTRIBUTION ARRANGEMENTS

1.      INTRODUCTION

        Further to our recent  discussions,  we set out below the terms on which
        TiG is  prepared  to  appoint  IVP as a  distributor  of its  Classifier
        software ("Software").  It is our intention that a further more detailed
        agreement  will be negotiated  and agreed  between us in relation to the
        arrangements  set out in this  agreement.  However,  until such  further
        agreement is agreed and executed, all dealings between us will be on the
        terms set out in this agreement.

2.      APPOINTMENT

        TiG appoints IVP as an authorized distributor of the Software:

        2.1.   on a non-exclusive basis;

        2.2.   in North  America  (USA,  Canada and  Mexico  and their  overseas
               territories)  only (or otherwise by written agreement with TiG in
               exceptional circumstances)("Territory")

        provided  that IVP shall not be entitled to sell the Software to persons
        carrying  on  business,  or for  applications  for use,  in the  general
        insurance  industry.  At all times, IVP will coordinate sales efforts to
        not compete directly with TiG in any opportunity.

3.      INTELLECTUAL PROPERTY

        3.1.   All  intellectual  property in the  Software  shall be and remain
               vested in TiG and IVP will not use,  copy,  modify or  distribute
               the Software except as provided in this agreement.

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        3.2.   TiG will grant to IVP a  non-exclusive  right and licence to use,
               copy,  reproduce  and display (in any medium) the TiG trade marks
               and trade  names  listed in  appendix 1 to this  agreement,  both
               internally and to actual or prospective  customers solely for the
               purposes of the  distribution of the Software and subject to such
               restrictions as TiG may from time to time impose.

4.      PRICING TERMS

        4.1.   IVP may not sell any of the  Software  for a price  which is less
               than that set out in paragraph 4.2 below unless TiG  specifically
               consents to such sale.

        4.2.   Sales of the  Software  shall be at not less than 50% of the list
               price for such Software from time to time specified in writing by
               TiG. At the date of this  agreement,  the applicable  list prices
               are as follows:

               4.2.1.   in respect of  departmental  licences  of the  Software,
                        F150,000; and

               4.2.2.   in  respect  of   organization   wide  licences  of  the
                        Software, F500,000.

5.      PURCHASE OF SOFTWARE STOCK

        On signing of this agreement IVP will purchase from TiG, Software to the
        value  of   F2,500,000.   TiG  shall   invoice  for  such  sum
        immediately  (plus any  appropriate  taxes) and payment will be due upon
        either  within 10 days of receipt  of funds by IVP from IVP's  customers
        for the Software or as below, whichever is the earlier:

        5.1.   F500,000 (plus appropriate taxes) no later than 31 March
               2002; and

        5.2.   F500,000  (plus  appropriate  taxes)  no  later  than 30
               September 2002; and

        5.3.   the balance of F1,500,000 (plus appropriate taxes) on or
               prior to 31 December 2002.

6.      ARRANGEMENTS WITH CUSTOMERS

        IVP will licence the Software to  customers  broadly  under the terms of
        TiG's  end user  licence  as set out in  appendix  2 to this  agreement.
        Payment of all  licence  fees will be made  directly to IVP and IVP will
        account  to TiG  for  the  amounts  received  at 50% of  list  price  in
        accordance with clause 4.2.

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7.      TERM AND TERMINATION

        7.1.   This agreement (and any formal legal agreement  executed pursuant
               to this  agreement)  will be for an initial period of 2 years but
               will  continue  thereafter  unless  and until  terminated  by the
               giving  by  either  party to the  other of not less than 6 months
               notice expiring at any time on or after the second anniversary.

        7.2.   TiG may  terminate  this  agreement  forthwith  if IVP commit any
               material  breach of its terms and (where that breach is a capable
               of  remedy)  IVP fail to  remedy  that  breach  within 14 days of
               receipt of notice from TiG requiring IVP so to do.

        7.3.   Either of us may terminate this agreement  forthwith by notice in
               writing to the other in the event that the other:

               7.3.1.   is unable to pay its debts as they fall due  (within the
                        meaning of section 123 of the Insolvency Act 1986);

               7.3.2.   enters into a voluntary  arrangements  or composition or
                        reconstruction of its debts;

               7.3.3.   has a  petition  for  its  winding  up,  dissolution  or
                        administrator presented in respect of it;

               7.3.4.   has a liquidator,  receiver,  administrative receiver or
                        similar officer appointed in respect of it; or

               7.3.5.   is the subject of any  similar  action,  application  or
                        proceeding in the jurisdiction to which it is subject.

8.      RESTRICTIONS

        8.1.   IVP  undertake to and covenant  with TiG that IVP will not during
               the term of this agreement or for a period of 12 months following
               its termination.

               8.1.1.   sell as principal or agent jointly or  individually,  or
                        assist  (directly  or  indirectly)  in the sale of,  any
                        software product which competes with the Software; and

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               8.1.2.   approach,  solicit, seek to entice away from TiG (or any
                        of its Group  companies)  or actually  employ any person
                        who is at any time during the term of this  agreement an
                        employee  of TiG or any  companies  in the same group as
                        TiG.

9.      INDEMNITY

        IVP will  indemnify TiG in respect of any liability  which it may suffer
        or as a consequence of any act or omission by IVP in connection with the
        sale, distribution and licencing of the Software.

10.     EXCLUSION OF LIABILITY

        10.1.  No warranty is given by TiG as to the  performance of suitability
               for purpose of the Software.

        10.2.  TiG  shall  not be liable  to IVP for any  indirect,  special  or
               consequential damages and TiG's liability in respect of all other
               damages  shall  be  limited  to  the  amount  paid  by IVP to TiG
               hereunder in the previous 12 months provided that nothing in this
               agreement  shall  exclude  TiG's  liability for death or personal
               injury resulting from negligence.

        10.3.  IVP may not  make  any  claim  against  TiG  arising  out of this
               agreement more than 12 months after the course of action arose.

11.     COSTS

        Each of TiG and IVP  shall  be  responsible  for  their  own  costs  and
        expenses  in  connection  with  the  matters  herein  contemplated.

12.     CONFIDENTIALITY

        Both TiG and IVP, will keep confidential all information  concerning the
        Software,  the business,  actual and  prospective  customers,  plans and
        other  confidential  information  relating to the  business of the other
        disclosed by one of us to the other in connection with this agreement or
        otherwise coming to the other's knowledge.

13.     GENERAL

        13.1.  This  agreement  is  personal  to IVP and  may  not be  assigned,
               novated or sub-licenced by IVP to any other party.

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        13.2.  TiG may assign,  novate or otherwise  dispose of the whole or any
               part of its rights and  obligations  under this  agreement to any
               member of its Group.

        13.3.  Nothing in this agreement shall constitute, create or give effect
               to a joint venture,  pooling arrangement or a partnership between
               the  parties  and no party shall have the right to bind the other
               without the others' express written consent.

        13.4.  This  agreement  shall be governed by and construed in accordance
               with the laws of England.

14.     ACCEPTANCE

        To signify IVP's agreement to the terms set out in this agreement please
        countersign  and return a copy of this  agreement  to TiG marked for the
        attention of Steve Scott.




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duly authorized signatory for and on behalf of
TIG ACQUISITION CORPORATION




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duly authorized signatory for and on behalf of
IVP TECHNOLOGY INC.

By: Brian J. MacDonald, President and CEO


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                                   APPENDIX 1


                              The Innovation Group


                                   Classifier


                          Innovative Claims Management


                                      Geniq


                          Innovative Policy Management


                       Innovative Propositions Management


                                       TiG










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