Exhibit 10.27


                                     WARRANT
                                     -------


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.


                           IVP TECHNOLOGY CORPORATION


                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:  001                                      Number of Shares: 250,000
Date of Issuance: April 3, 2002


IVP  TECHNOLOGY  CORPORATION,  a  Nevada  corporation  (the  "COMPANY"),  hereby
certifies  that,  for Ten  United  States  Dollars  ($10.00)  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  Cornell  Capital  Partners  LP, a  Delaware  limited  partnership
("CORNELL"), the registered holder hereof or its permitted assigns, is entitled,
subject  to the  terms  set forth  below,  to  purchase  from the  Company  upon
surrender of this Warrant, at any time or times on or after the date hereof, but
not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein) Two
Hundred Fifty Thousand  (250,000) fully paid and nonassessable  shares of Common
Stock (as defined herein) of the Company (the "WARRANT  SHARES") at the exercise
price per share  provided  in Section  1(b) below or as  subsequently  adjusted;
provided,  however,  that in no event  shall the holder be  entitled to exercise
this Warrant for a number of Warrant  Shares in excess of that number of Warrant
Shares  which,  upon giving effect to such  exercise,  would cause the aggregate
number of  shares  of Common  Stock  beneficially  owned by the  holder  and its
affiliates  to  exceed  9.99% of the  outstanding  shares  of the  Common  Stock
following  such  exercise,  except within 60 days of the  Expiration  Date.  For
purposes of the  foregoing  proviso,  the  aggregate  number of shares of Common
Stock  beneficially  owned by the holder and its  affiliates  shall  include the
number of shares of Common  Stock  issuable  upon  exercise of this Warrant with
respect to which the  determination  of such  proviso is being  made,  but shall
exclude  shares of Common Stock which would be issuable upon (i) exercise of the
remaining,  unexercised  Warrants  beneficially  owned  by the  holder  and  its
affiliates  and (ii) exercise or conversion of the  unexercised  or  unconverted
portion of any other securities of the Company  beneficially owned by the holder
and its affiliates  (including,  without  limitation,  any convertible  notes or
preferred stock) subject to a limitation on conversion or exercise  analogous to

<PAGE>

the limitation contained herein.  Except as set forth in the preceding sentence,
for purposes of this  paragraph,  beneficial  ownership  shall be  calculated in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended.  For purposes of this Warrant, in determining the number of outstanding
shares of Common Stock a holder may rely on the number of outstanding  shares of
Common Stock as reflected in (1) the  Company's  most recent Form 10-QSB or Form
10-KSB, as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or its transfer  agent  setting forth the
number of shares of Common Stock  outstanding.  Upon the written  request of any
holder, the Company shall promptly,  but in no event later than one (1) Business
Day following the receipt of such notice,  confirm in writing to any such holder
the number of shares of Common Stock then  outstanding.  In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to
the  exercise of Warrants (as defined  below) by such holder and its  affiliates
since the date as of which such number of outstanding shares of Common Stock was
reported.

     Section 1.

            (a)  This  Warrant  is  the  common  stock  purchase   warrant  (the
"WARRANT")  issued pursuant to the Equity Line of Credit  Agreement of even date
herewith.

            (b)  DEFINITIONS.  The  following  words  and  terms as used in this
Warrant shall have the following meanings:


                 (i)   "APPROVED  STOCK PLAN" means any  employee  benefit  plan
which has been  approved by the Board of Directors  of the Company,  pursuant to
which  the  Company's  securities  may be  issued to any  employee,  officer  or
director for services provided to the Company.

                 (ii)   "BUSINESS DAY" means any day other than Saturday, Sunday
or other day on which commercial banks in the City of New York are authorized or
required by law to remain closed.

                 (iii)  "CLOSING  BID  PRICE"  means  the  closing  bid price of
Common  Stock as  quoted on the  Principal  Market  (as  reported  by  Bloomberg
Financial Markets ("BLOOMBERG") through its "Volume at Price" function).

                 (iv)   "COMMON STOCK" means (i) the Company's common stock, par
value $.0001 per share,  and (ii) any capital stock into which such Common Stock
shall have been changed or any capital stock  resulting from a  reclassification
of such Common Stock.

                 (v)   "EXCLUDED SECURITIES"  means,  provided  such security is
issued at a price which is greater  than or equal to the  arithmetic  average of
the Closing Bid Prices of the Common Stock for the ten (10) consecutive  trading
days immediately preceding the date of issuance,  any of the following:  (a) any
issuance by the Company of securities in connection with a strategic partnership
or a joint  venture  (the  primary  purpose  of  which  is not to  raise  equity
capital),  (b) any issuance by the Company of securities as consideration  for a
merger or consolidation or the acquisition of a business,  product,  license, or
other assets of another  person or entity and (c) options to purchase  shares of
Common  Stock,  provided  (I) such  options  are  issued  after the date of this


                                       2
<PAGE>

Warrant to employees of the Company within 30 days of such  employee's  starting
his employment with the Company,  and (II) the exercise price of such options is
not less than the Closing Bid Price of the Common  Stock on the date of issuance
of such option.

                 (vi)   "EXPIRATION DATE" means the date five (5) years from the
Issuance  Date of this  Warrant or, if such date falls on a Saturday,  Sunday or
other day on which banks are required or  authorized to be closed in the City of
New York or the State of New York or on which trading does not take place on the
Principal  Exchange or automated  quotation  system on which the Common Stock is
traded (a "HOLIDAY"), the next date that is not a Holiday.

                 (vii)  "ISSUANCE DATE" means the date hereof.

                 (viii) "OPTIONS"  means any  rights,  warrants  or  options  to
subscribe for or purchase Common Stock or Convertible Securities.

                 (ix)   "OTHER SECURITIES" means (i) those options and  warrants
of the Company  issued prior to, and  outstanding  on, the Issuance Date of this
Warrant,  (ii) the shares of Common  Stock  issuable on exercise of such options
and  warrants,  provided  such options and  warrants  are not amended  after the
Issuance Date of this Warrant and (iii) the shares of Common Stock issuable upon
exercise of this Warrant.

                 (x)    "PERSON"  means  an  individual,   a  limited  liability
company,  a  partnership,   a  joint  venture,   a  corporation,   a  trust,  an
unincorporated  organization  and a  government  or  any  department  or  agency
thereof.

                 (xi)   "PRINCIPAL  MARKET"  means the New York Stock  Exchange,
the American Stock  Exchange,  the Nasdaq National  Market,  the Nasdaq SmallCap
Market,  whichever is at the time the principal  trading  exchange or market for
such security,  or the over-the-counter  market on the electronic bulletin board
for such security as reported by Bloomberg or, if no bid or sale  information is
reported for such security by  Bloomberg,  then the average of the bid prices of
each of the market  makers for such security as reported in the "pink sheets" by
the National Quotation Bureau, Inc.

                 (xii)  "SECURITIES  ACT" means the  Securities  Act of 1933, as
amended.

                 (xiii) "WARRANT"  means this Warrant and all Warrants issued in
exchange, transfer or replacement thereof.

                 (xiv)  "WARRANT  EXERCISE  PRICE"  shall be one hundred and ten
percent (110%) of the Closing Bid Price or as subsequently  adjusted as provided
in Section 9 hereof.

                 (xv)   "WARRANT  SHARES"  means  the  shares  of  Common  Stock
issuable at any time upon exercise of this Warrant.

            (c)  Other Definitional Provisions.

                                       3
<PAGE>

                 (i)    Except as otherwise  specified  herein,  all  references
herein (A) to the Company  shall be deemed to include the  Company's  successors
and (B) to any  applicable  law defined or  referred  to herein  shall be deemed
references to such applicable law as the same may have been or may be amended or
supplemented from time to time.

                 (ii)   When used in this Warrant, the words "HEREIN", "HEREOF",
and "HEREUNDER"  and words of similar  import,  shall refer to this Warrant as a
whole  and not to any  provision  of this  Warrant,  and  the  words  "SECTION",
"SCHEDULE", and "EXHIBIT" shall refer to Sections of, and Schedules and Exhibits
to, this Warrant unless otherwise specified.

                 (iii)  Whenever  the  context so  requires,  the neuter  gender
includes the masculine or feminine, and the singular number includes the plural,
and vice versa.

     Section 2.    EXERCISE  OF  WARRANT.  Subject  to the terms and  conditions
hereof,  this Warrant may be exercised by the holder  hereof then  registered on
the books of the Company, pro rata as hereinafter  provided,  at any time on any
Business  Day on or  after  the  opening  of  business  on  such  Business  Day,
commencing  with the first day after the Closing  Date,  and prior to 11:59 P.M.
Eastern Time on the Expiration Date, by (i) delivery of a written notice, in the
form of the  subscription  notice  attached as EXHIBIT A hereto  (the  "EXERCISE
NOTICE"), of such holder's election to exercise this Warrant, which notice shall
specify the number of Warrant  Shares to be  purchased,  (ii) (A) payment to the
Company of an amount equal to the Warrant  Exercise  Price(s)  applicable to the
Warrant Shares being  purchased,  multiplied by the number of Warrant Shares (at
the  applicable  Warrant  Exercise  Price)  as to which  this  Warrant  is being
exercised (plus any applicable issue or transfer taxes) (the "AGGREGATE EXERCISE
PRICE")  in  cash  or  wire  transfer  of  immediately  available  funds  or (B)
notification to the Company that this Warrant is being  exercised  pursuant to a
Cashless  Exercise (as defined in Section  2(f)) and (iii) the surrender of this
Warrant (or an  indemnification  undertaking with respect to this Warrant in the
case of its  loss,  theft or  destruction)  to a common  carrier  for  overnight
delivery to the Company as soon as practicable following such date. In the event
of any exercise of the rights  represented  by this Warrant in  compliance  with
this Section 2(a),  the Company shall on the fifth (5th)  Business Day following
the date of receipt of the Exercise  Notice,  the Aggregate  Exercise  Price (or
notice  of  a  Cashless  Exercise)  and  this  Warrant  (or  an  indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction)  and,  except  for  a  Cashless   Exercise,   the  receipt  of  the
representations of the holder specified in Section 6 hereof, if requested by the
Company  (the  "EXERCISE  DELIVERY  DOCUMENTS"),  and if the Common Stock is DTC
eligible  credit such  aggregate  number of shares of Common  Stock to which the
holder shall be entitled to the holder's or its designee's  balance account with
The Depository Trust Company; provided, however, if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,
or, if the Common Stock is not DTC eligible then the Company shall, on or before
the  fifth  (5th)  Business  Day  following  receipt  of the  Exercise  Delivery
Documents, issue and surrender to a common carrier for overnight delivery to the
address specified in the Exercise Notice, a certificate,  registered in the name
of the  holder,  for the  number of shares of Common  Stock to which the  holder
shall be entitled pursuant to such request. Upon delivery of the Exercise Notice
and Aggregate Exercise Price referred to in clause (ii)(A) above or notification
to the Company of a Cashless Exercise referred to in Section 2(f), the holder of
this  Warrant  shall be deemed for all  corporate  purposes  to have  become the
holder of record of the Warrant  Shares with  respect to which this  Warrant has
been exercised. In the case of a dispute


                                       4
<PAGE>

as to the  determination of the Warrant Exercise Price, the Closing Bid Price or
the  arithmetic  calculation of the Warrant  Shares,  the Company shall promptly
issue to the holder the number of Warrant  Shares that is not disputed and shall
submit the disputed  determinations or arithmetic calculations to the holder via
facsimile  within  one (1)  Business  Day of receipt  of the  holder's  Exercise
Notice. If the holder and the Company are unable to agree upon the determination
of the Warrant  Exercise  Price or arithmetic  calculation of the Warrant Shares
within one (1) day of such  disputed  determination  or  arithmetic  calculation
being  submitted to the holder,  then the Company shall  immediately  submit via
facsimile (i) the disputed  determination  of the Warrant  Exercise Price or the
Closing Bid Price to an independent,  reputable  investment banking firm or (ii)
the disputed  arithmetic  calculation of the Warrant Shares to its  independent,
outside  accountant.  The Company shall cause the investment banking firm or the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

            (a)  Unless  the  rights  represented  by this  Warrant  shall  have
expired  or shall have been  fully  exercised,  the  Company  shall,  as soon as
practicable and in no event later than five (5) Business Days after any exercise
and at its own  expense,  issue a new Warrant  identical in all respects to this
Warrant  exercised  except it shall  represent  rights to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant
exercised,  less the number of Warrant Shares with respect to which such Warrant
is exercised.

            (b)  No fractional Warrant Shares are to be issued upon any pro rata
exercise of this  Warrant,  but rather the number of Warrant  Shares issued upon
such  exercise of this Warrant  shall be rounded up or down to the nearest whole
number.

            (c) If the Company or its Transfer  Agent shall fail for any reason
or for no reason to issue to the holder  within  fifteen (15) days of receipt of
the Exercise Delivery Documents,  a certificate for the number of Warrant Shares
to which the holder is entitled or to credit the holder's  balance  account with
The  Depository  Trust  Company for such  number of Warrant  Shares to which the
holder is  entitled  upon the  holder's  exercise of this  Warrant,  the Company
shall,  in addition to any other  remedies  under this Warrant or the  Placement
Agent Agreement or otherwise available to such holder, pay as additional damages
in cash to such holder on each day the issuance of such  certificate for Warrant
Shares is not timely effected an amount equal to .025% of the product of (A) the
sum of the number of Warrant  Shares not issued to the holder on a timely  basis
and to which the holder is entitled, and (B) the Closing Bid Price of the Common
Stock for the trading day immediately preceding the last possible date which the
Company could have issued such Common Stock to the holder without violating this
Section 2.

            (d)  If within fifteen (15) days after the Company's  receipt of the
Exercise Delivery  Documents,  the Company fails to deliver a new Warrant to the
holder  for the  number of  Warrant  Shares  to which  such  holder is  entitled
pursuant to Section  2(b)  hereof,  then,  in  addition  to any other  available
remedies  under this  Warrant or the  Placement  Agent  Agreement,  or otherwise
available to such holder, the Company shall pay as additional damages in cash to
such holder on each day after such  fifteenth  (15th) day that such  delivery of
such new  Warrant  is not  timely  effected  in an amount  equal to 0.25% of the
product of (A) the number of Warrant  Shares  represented by the portion of this


                                       5
<PAGE>

Warrant which is not being exercised and (B) the Closing Bid Price of the Common
Stock for the trading day immediately preceding the last possible date which the
Company  could have issued such  Warrant to the holder  without  violating  this
Section 2.

            (e)  If  the  Warrant   Shares  are  not  covered  by  an  effective
registration  statement for the resale of the Warrant Shares, the holder of this
Warrant may, at its election  exercised in its sole  discretion,  exercise  this
Warrant  to the  extent  then  exercisable,  in lieu of  making  payment  of the
Aggregate  Exercise  Price in cash,  elect instead to receive upon such exercise
the "Net Number" of shares of Common Stock determined according to the following
formula (a "CASHLESS EXERCISE"):

          Net Number = (A X B) - (A X C)
          ------------------------------
                         B

For  purposes of the foregoing formula:    A= the total number of Warrant Shares
                                           with respect to which this Warrant is
                                           then being exercised.

                                           B=  the  Closing  Bid  Price  of  the
                                           Common  Stock on the date of exercise
                                           of the Warrant.

                                           C= the Warrant Exercise Price then in
                                           effect  for  the  applicable  Warrant
                                           Shares at the time of such exercise.




     Section 3.   COVENANTS AS TO COMMON STOCK. The Company hereby covenants and
agrees as follows:


            (a)  This Warrant is, and any Warrants issued in substitution for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

            (b) All Warrant Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue thereof.

            (c) During the period within which the rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant  Exercise  Price.  If at any time the Company does not have a sufficient
number of shares of Common  Stock  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.

            (d)  If at any time after the date hereof the  Company  shall file a
registration statement, the Company shall include the Warrant Shares issuable to


                                       6
<PAGE>

the holder, pursuant to the terms of this Warrant and shall maintain, so long as
any other shares of Common Stock shall be so listed, such listing of all Warrant
Shares from time to time  issuable  upon the exercise of this  Warrant;  and the
Company  shall  so  list on  each  national  securities  exchange  or  automated
quotation  system,  as the case may be, and shall  maintain such listing of, any
other shares of capital stock of the Company  issuable upon the exercise of this
Warrant if and so long as any  shares of the same class  shall be listed on such
national securities exchange or automated quotation system.

            (e)  The  Company  will not,  by  amendment  of its  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The  Company  will not  increase  the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above the Warrant
Exercise  Price  then in effect,  and (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

            (f)  This Warrant will be binding upon any entity  succeeding to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's assets.

     Section 4.    TAXES.  The Company  shall pay any and all taxes,  except any
applicable  withholding,  which may be payable  with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.

     Section  5.   WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled  to vote or  receive  dividends  or be deemed  the  holder of shares of
capital stock of the Company for any purpose,  nor shall  anything  contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

     Section  6.   REPRESENTATIONS OF HOLDER. The holder of this Warrant, by the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment only and not with a view towards, or


                                       7
<PAGE>

for resale in connection  with, the public sale or  distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the  Securities  Act (an  "ACCREDITED  INVESTOR").  Upon  exercise of this
Warrant,  other than  pursuant  to a Cashless  Exercise,  the holder  shall,  if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company,  that the Warrant Shares so purchased are being acquired solely for the
holder's own account and not as a nominee for any other party,  for  investment,
and not with a view  toward  distribution  or resale and that such  holder is an
Accredited  Investor.  If such holder cannot make such  representations  because
they would be  factually  incorrect,  it shall be a condition  to such  holder's
exercise of this Warrant,  other than pursuant to a Cashless Exercise,  that the
Company receive such other  representations as the Company considers  reasonably
necessary  to assure  the  Company  that the  issuance  of its  securities  upon
exercise of this Warrant shall not violate any United States or state securities
laws.

     Section 7.    OWNERSHIP AND TRANSFER.

            (a)  The Company shall maintain at its principal  executive  offices
(or such other office or agency of the Company as it may  designate by notice to
the holder  hereof),  a register for this  Warrant,  in which the Company  shall
record the name and  address of the person in whose name this  Warrant  has been
issued,  as well as the name and  address of each  transferee.  The  Company may
treat the person in whose name any Warrant is  registered on the register as the
owner and holder  thereof for all  purposes,  notwithstanding  any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

            (b)  The Company is  obligated  to register  the Warrant  Shares for
resale under the Securities Act pursuant to the  Registration  Rights  Agreement
and the  initial  holder of this  Warrant  (and  certain  assignees  thereof) is
entitled  to the  registration  rights in respect of the  Warrant  Shares as set
forth in the Registration Rights Agreement.

     Section 8.    ADJUSTMENT  OF WARRANT  EXERCISE  PRICE AND NUMBER OF SHARES.
The Warrant  Exercise  Price and the number of shares of Common  Stock  issuable
upon exercise of this Warrant shall be adjusted from time to time as follows:

            (a)  ADJUSTMENT OF WARRANT  EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK.  If and whenever on or after the Issuance Date of this
Warrant,  the Company issues or sells,  or is deemed to have issued or sold, any
shares of Common Stock (other than (i)  Excluded  Securities  and (ii) shares of
Common  Stock  which are issued or deemed to have been  issued by the Company in
connection  with an Approved  Stock Plan or upon  exercise or  conversion of the
Other  Securities)  for a  consideration  per  share  less  than  a  price  (the
"APPLICABLE  PRICE") equal to the Warrant  Exercise Price in effect  immediately


                                       8
<PAGE>

prior to such issuance or sale,  then  immediately  after such issue or sale the
Warrant  Exercise  Price then in effect  shall be reduced to an amount  equal to
such  consideration per share. Upon each such adjustment of the Warrant Exercise
Price  hereunder,  the number of Warrant  Shares  issuable upon exercise of this
Warrant shall be adjusted to the number of shares  determined by multiplying the
Warrant  Exercise Price in effect  immediately  prior to such  adjustment by the
number of Warrant  Shares  issuable  upon  exercise of this Warrant  immediately
prior to such  adjustment  and  dividing  the  product  thereof  by the  Warrant
Exercise Price resulting from such adjustment.

            (b)  EFFECT  ON  WARRANT  EXERCISE  PRICE  OF  CERTAIN  EVENTS.  For
purposes of determining the adjusted  Warrant  Exercise Price under Section 9(a)
above, the following shall be applicable:

                 (i)    ISSUANCE  OF  OPTIONS.  If after  the date  hereof,  the
Company in any  manner  grants any  Options  and the lowest  price per share for
which one share of Common Stock is issuable upon the exercise of any such Option
or upon  conversion  or exchange of any  convertible  securities  issuable  upon
exercise of any such Option is less than the Applicable  Price,  then such share
of Common  Stock shall be deemed to be  outstanding  and to have been issued and
sold by the Company at the time of the  granting or sale of such Option for such
price per share.  For  purposes of this  Section  9(b)(i),  the lowest price per
share for which one share of Common  Stock is  issuable  upon  exercise  of such
Options or upon conversion or exchange of such  Convertible  Securities shall be
equal to the sum of the lowest  amounts of  consideration  (if any)  received or
receivable by the Company with respect to any one share of Common Stock upon the
granting or sale of the Option,  upon exercise of the Option or upon  conversion
or exchange of any Convertible  Security  issuable upon exercise of such Option.
No further  adjustment  of the  Warrant  Exercise  Price  shall be made upon the
actual issuance of such Common Stock or of such Convertible  Securities upon the
exercise of such  Options or upon the actual  issuance of such Common Stock upon
conversion or exchange of such Convertible Securities.

                 (ii)   ISSUANCE OF  CONVERTIBLE  SECURITIES.  If the Company in
any manner issues or sells any  Convertible  Securities and the lowest price per
share for which one share of Common  Stock is issuable  upon the  conversion  or
exchange  thereof is less than the Applicable  Price,  then such share of Common
Stock shall be deemed to be outstanding  and to have been issued and sold by the
Company at the time of the issuance or sale of such  Convertible  Securities for
such price per share.  For the  purposes of this  Section  9(b)(ii),  the lowest
price per share for  which  one  share of  Common  Stock is  issuable  upon such
conversion  or  exchange  shall  be equal to the sum of the  lowest  amounts  of
consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the Convertible  Security and
upon conversion or exchange of such Convertible  Security. No further adjustment
of the Warrant  Exercise  Price  shall be made upon the actual  issuance of such
Common Stock upon conversion or exchange of such Convertible Securities,  and if
any such issue or sale of such  Convertible  Securities is made upon exercise of
any Options for which  adjustment of the Warrant  Exercise Price had been or are
to be made  pursuant  to other  provisions  of this  Section  9(b),  no  further
adjustment of the Warrant  Exercise  Price shall be made by reason of such issue
or sale.



                                       9
<PAGE>

                 (iii)  CHANGE IN  OPTION  PRICE OR RATE OF  CONVERSION.  If the
purchase price provided for in any Options,  the  additional  consideration,  if
any,  payable  upon  the  issue,  conversion  or  exchange  of  any  Convertible
Securities, or the rate at which any Convertible Securities are convertible into
or exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in effect at the time of such change  shall be adjusted to the Warrant  Exercise
Price  which  would  have  been in  effect  at such  time  had such  Options  or
Convertible  Securities  provided for such changed  purchase  price,  additional
consideration  or  changed  conversion  rate,  as the case  may be,  at the time
initially granted, issued or sold and the number of Warrant Shares issuable upon
exercise of this Warrant shall be  correspondingly  readjusted.  For purposes of
this Section 9(b)(iii),  if the terms of any Option or Convertible Security that
was  outstanding  as of the  Issuance  Date of this  Warrant  are changed in the
manner  described in the  immediately  preceding  sentence,  then such Option or
Convertible  Security  and the  Common  Stock  deemed  issuable  upon  exercise,
conversion  or  exchange  thereof  shall be deemed to have been issued as of the
date of such change.  No adjustment  pursuant to this Section 9(b) shall be made
if such  adjustment  would result in an increase of the Warrant  Exercise  Price
then in effect.

            (c)  EFFECT  ON  WARRANT  EXERCISE  PRICE  OF  CERTAIN  EVENTS.  For
purposes of determining the adjusted  Warrant Exercise Price under Sections 8(a)
and 8(b), the following shall be applicable:

                 (i)    CALCULATION  OF  CONSIDERATION  RECEIVED.  If any Common
Stock,  Options or  Convertible  Securities are issued or sold or deemed to have
been  issued or sold for cash,  the  consideration  received  therefore  will be
deemed to be the net amount  received  by the Company  therefore.  If any Common
Stock, Options or Convertible  Securities are issued or sold for a consideration
other than cash, the amount of such  consideration  received by the Company will
be the  fair  value  of such  consideration,  except  where  such  consideration
consists of  marketable  securities,  in which case the amount of  consideration
received by the Company will be the market price of such  securities on the date
of  receipt of such  securities.  If any Common  Stock,  Options or  Convertible
Securities  are issued to the owners of the  non-surviving  entity in connection
with any merger in which the  Company  is the  surviving  entity,  the amount of
consideration  therefore  will be deemed to be the fair value of such portion of
the net assets and business of the  non-surviving  entity as is  attributable to
such Common Stock,  Options or Convertible  Securities,  as the case may be. The
fair value of any consideration other than cash or securities will be determined
jointly  by the  Company  and the  holders  of  Warrants  representing  at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding.  If such parties are unable to reach agreement within ten (10) days
after the occurrence of an event requiring  valuation (the  "VALUATION  EVENT"),
the fair value of such consideration will be determined within five (5) Business
Days  after  the  tenth  (10th  )  day  following  the  Valuation  Event  by  an
independent, reputable appraiser jointly selected by the Company and the holders
of Warrants  representing at least two-thirds (b) of the Warrant Shares issuable
upon  exercise of the  Warrants  then  outstanding.  The  determination  of such
appraiser  shall be final and binding upon all parties and the fees and expenses
of such  appraiser  shall be borne  jointly by the  Company  and the  holders of
Warrants.

                 (ii)  INTEGRATED TRANSACTIONS. In case any Option is issued in
connection with the issue or sale of other  securities of the Company,  together


                                       10
<PAGE>

comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such Options by the parties thereto,  the Options will be deemed to
have been issued for a consideration of $.01.

                 (iii)  TREASURY  SHARES.  The number of shares of Common  Stock
outstanding  at any given time does not include  shares  owned or held by or for
the account of the Company,  and the  disposition of any shares so owned or held
will be considered an issue or sale of Common Stock.

                 (iv)   RECORD  DATE.  If the  Company  takes  a  record  of the
holders  of Common  Stock for the  purpose  of  entitling  them (1) to receive a
dividend  or  other  distribution   payable  in  Common  Stock,  Options  or  in
Convertible Securities or (2) to subscribe for or purchase Common Stock, Options
or Convertible  Securities,  then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued or
sold  upon  the  declaration  of such  dividend  or the  making  of  such  other
distribution  or the  date of the  granting  of such  right of  subscription  or
purchase, as the case may be.

            (d)  ADJUSTMENT  OF  WARRANT  EXERCISE  PRICE  UPON  SUBDIVISION  OR
COMBINATION  OF  COMMON  STOCK.  If the  Company  at any time  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock into a greater  number of shares,  any Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock  obtainable  upon  exercise of this Warrant
will be proportionately  increased. If the Company at any time after the date of
issuance  of this  Warrant  combines  (by  combination,  reverse  stock split or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to such combination will be proportionately  increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any  adjustment  under this Section 9(d) shall become  effective at the close of
business on the date the  subdivision  or  combination  becomes  effective.  (e)
DISTRIBUTION  OF ASSETS.  If the Company  shall  declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
Common  Stock,  by way of return of capital  or  otherwise  (including,  without
limitation,  any  distribution of cash, stock or other  securities,  property or
options  by  way  of  a   dividend,   spin  off,   reclassification,   corporate
rearrangement  or other similar  transaction)  (a  "DISTRIBUTION"),  at any time
after the issuance of this Warrant, then, in each such case:

                 (i) any Warrant Exercise Price in effect  immediately  prior
to the close of  business  on the  record  date fixed for the  determination  of
holders of Common Stock entitled to receive the  Distribution  shall be reduced,
effective as of the close of business on such record date, to a price determined
by  multiplying  such  Warrant  Exercise  Price by a  fraction  of which (A) the
numerator shall be the Closing Sale Price of the Common Stock on the trading day
immediately  preceding such record date minus the value of the  Distribution (as
determined in good faith by the Company's Board of Directors)  applicable to one
share of Common Stock,  and (B) the denominator  shall be the Closing Sale Price
of the Common Stock on the trading day  immediately  preceding such record date;
and

                 (ii)   either (A) the number of Warrant Shares  obtainable upon
exercise of this  Warrant  shall be increased to a number of shares equal to the
number of shares of Common Stock  obtainable  immediately  prior to the close of
business  on the record  date fixed for the  determination  of holders of Common
Stock entitled to receive the  Distribution  multiplied by the reciprocal of the
fraction set forth in the immediately  preceding clause (i), or (B) in the event
that the  Distribution  is of common  stock of a company  whose  common stock is
traded on a  national  securities  exchange  or a national  automated  quotation
system,  then the holder of this Warrant shall receive an additional  warrant to
purchase  Common  Stock,  the terms of which shall be identical to those of this
Warrant,  except that such warrant shall be  exercisable  into the amount of the
assets that would have been  payable to the holder of this  Warrant  pursuant to
the Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to
the terms of the immediately preceding clause (i).



                                       11
<PAGE>

            (f)  CERTAIN EVENTS. If any event occurs of the type contemplated by
the  provisions  of  this  Section  9 but  not  expressly  provided  for by such
provisions  (including,  without limitation,  the granting of stock appreciation
rights,  phantom  stock rights or other rights with equity  features),  then the
Company's Board of Directors will make an appropriate  adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise
of this  Warrant so as to protect  the  rights of the  holders of the  Warrants;
provided,  except as set forth in section 9(d),that no such adjustment  pursuant
to this Section 9(f) will  increase the Warrant  Exercise  Price or decrease the
number of shares of Common Stock obtainable as otherwise  determined pursuant to
this Section 9.

            (g)  NOTICES.

                 (i)    Immediately  upon any adjustment of the Warrant Exercise
Price,  the  Company  will give  written  notice  thereof  to the holder of this
Warrant, setting forth in reasonable detail, and certifying,  the calculation of
such adjustment.

                 (ii)   The Company  will give  written  notice to the holder of
this  Warrant  at least  ten (10) days  prior to the date on which  the  Company
closes  its  books  or  takes a  record  (A) with  respect  to any  dividend  or
distribution   upon  the  Common  Stock,  (B)  with  respect  to  any  pro  rata
subscription  offer to holders of Common Stock or (C) for determining  rights to
vote with  respect to any Organic  Change (as  defined  below),  dissolution  or
liquidation,  provided that such  information  shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

                 (iii) The Company will also give written  notice to the holder
of this  Warrant at least ten (10) days  prior to the date on which any  Organic
Change,   dissolution  or  liquidation  will  take  place,  provided  that  such
information  shall be made known to the public prior to or in  conjunction  with
such notice being provided to such holder.



                                       12
<PAGE>

     Section 9.    PURCHASE    RIGHTS;    REORGANIZATION,      RECLASSIFICATION,
CONSOLIDATION, MERGER OR SALE.

            (a)  In addition to any adjustments  pursuant to Section 9 above, if
at any  time the  Company  grants,  issues  or sells  any  Options,  Convertible
Securities or rights to purchase stock,  warrants,  securities or other property
pro rata to the  record  holders  of any class of Common  Stock  (the  "PURCHASE
RIGHTS"),  then the holder of this Warrant will be entitled to acquire, upon the
terms  applicable to such Purchase Rights,  the aggregate  Purchase Rights which
such holder could have  acquired if such holder had held the number of shares of
Common Stock  acquirable  upon  complete  exercise of this  Warrant  immediately
before  the date on which a record is taken for the grant,  issuance  or sale of
such Purchase  Rights,  or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

            (b)  Any   recapitalization,    reorganization,    reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another Person or other  transaction in each case which is effected in such a
way that  holders of Common Stock are  entitled to receive  (either  directly or
upon subsequent  liquidation) stock,  securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "ORGANIC CHANGE." Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the "ACQUIRING  ENTITY") a written  agreement (in form and substance
satisfactory to the holders of Warrants  representing at least  two-thirds (iii)
of the Warrant Shares  issuable upon exercise of the Warrants then  outstanding)
to deliver to each holder of Warrants in exchange for such Warrants,  a security
of the Acquiring Entity evidenced by a written instrument  substantially similar
in form and  substance  to this Warrant and  satisfactory  to the holders of the
Warrants  (including an adjusted  warrant  exercise price equal to the value for
the Common Stock reflected by the terms of such  consolidation,  merger or sale,
and exercisable for a corresponding  number of shares of Common Stock acquirable
and receivable  upon exercise of the Warrants  without regard to any limitations
on  exercise,  if the value so  reflected  is less than any  Applicable  Warrant
Exercise Price immediately prior to such  consolidation,  merger or sale). Prior
to the  consummation  of any  other  Organic  Change,  the  Company  shall  make
appropriate  provision  (in form and  substance  satisfactory  to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that each of the  holders  of the
Warrants will  thereafter have the right to acquire and receive in lieu of or in
addition  to (as the case may be) the  Warrant  Shares  immediately  theretofore
issuable and  receivable  upon the exercise of such holder's  Warrants  (without
regard to any  limitations  on  exercise),  such shares of stock,  securities or
assets  that would  have been  issued or payable  in such  Organic  Change  with
respect to or in exchange for the number of Warrant Shares which would have been
issuable and  receivable  upon the exercise of such  holder's  Warrant as of the
date of such Organic  Change  (without  taking into account any  limitations  or
restrictions on the exercisability of this Warrant).

      Section 10.  LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant
is lost, stolen,  mutilated or destroyed, the Company shall promptly, on receipt


                                       13
<PAGE>

of an indemnification  undertaking (or, in the case of a mutilated Warrant,  the
Warrant),  issue a new Warrant of like denomination and tenor as this Warrant so
lost, stolen, mutilated or destroyed.

       Section 11. NOTICE.   Any   notices,    consents,    waivers   or   other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered:  (i) upon receipt,
when delivered  personally;  (ii) upon receipt, when sent by facsimile (provided
confirmation  of  receipt is  received  by the  sending  party  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally  recognized  overnight
delivery  service,  in each case properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

If to the Cornell:                Cornell Capital Partners, LP
                                  101 Hudson Street, Suite 3606
                                  Jersey City, New Jersey 07302
                                  Telephone:  (201) 985-8300
                                  Facsimile:  (201) 985 8266
                                  Attention: Mark A. Angelo, Portfolio Manager

With Copy to:                     Butler Gonzalez LLP
                                  1000 Stuyvesant Avenue
                                  Suite # 6
                                  Union, NJ  07083
                                  Telephone: (908) 810-8588
                                  Facsimile: (908) 810-0873
                                  Attention: David Gonzalez, Esq.

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
                                  Facsimilie:  (416) 252 4578

With a Copy to:                   Danson Partners, LLC
                                  420 Lexington Avenue - Suite 2739
                                  New York, New York 10170
                                  Attention: Wayne Danson
                                  Telephone: (646) 227-1600
                                  Facsimile:  (646) 227-1666

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

                                       14
<PAGE>

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on EXHIBIT C hereto,  with copies to such holder's  representatives as set
forth on EXHIBIT C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this  Warrant.  Each party shall
provide  five days'  prior  written  notice to the other  party of any change in
address or facsimile  number.  Written  confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally  recognized  overnight  delivery  service  shall be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.



     Section 12. EXPIRATION. This Warrant, in all events, shall be wholly void
and of no effect after the close of business on the Expiration Date, except that
notwithstanding  any other  provisions  hereof,  the  provisions of Section 8(b)
shall continue in full force and effect after such date as to any Warrant Shares
or other securities issued upon the exercise of this Warrant.

     Section 13.  AMENDMENT AND WAIVER.  Except as otherwise  provided  herein,
the  provisions  of the  Warrants  may be amended  and the  Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed  by it, only if the Company has  obtained  the written  consent of the
holders of Warrants  representing  at least  two-thirds  of the  Warrant  Shares
issuable upon exercise of the Warrants then  outstanding;  provided that, except
for Section  9(d),no  such action may  increase  the Warrant  Exercise  Price or
decrease the number of shares or class of stock  obtainable upon exercise of any
Warrant without the written consent of the holder of such Warrant.

     Section 14.   DESCRIPTIVE HEADINGS; GOVERNING LAW. The descriptive headings
of the  several  sections  and  paragraphs  of this  Warrant  are  inserted  for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Nevada  shall  govern all issues  concerning  the  relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the  internal  laws of the State of New  Jersey,  without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application
of the laws of any jurisdictions  other than the State of New Jersey. Each party
hereby  irrevocably  submits to the  exclusive  jurisdiction  of the state court
sitting in Hudson  County,  New Jersey and the  Federal  District  Court for the
District of New Jersey,  sitting in Newark,  New Jersey for the  adjudication of
any  dispute  hereunder  or in  connection  herewith or  therewith,  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 brought in an inconvenient  forum or that the
venue of 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 for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice


                                       15
<PAGE>

thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.

     Section 15.   WAIVER OF JURY TRIAL. AS A MATERIAL INDUCEMENT FOR EACH PARTY
HERETO TO ENTER INTO THIS WARRANT,  THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY WAY TO THIS WARRANT AND/OR
ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.


     IN WITNESS WHEREOF, the Company has caused this  Warrant to be signed as of
the date first set forth above.

                                       IVP TECHNOLOGY CORPORATION


                                       By:
                                          ---------------------------
                                       Name:    Brian MacDonald
                                       Title:   President and CEO



                                       16
<PAGE>

                              EXHIBIT A TO WARRANT
                              --------------------

                                SUBSCRIPTION FORM
                                -----------------

                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


                           IVP TECHNOLOGY CORPORATION

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the  shares  of Common  Stock  ("WARRANT  SHARES")  of IVP
Technology Corporation,  a Nevada corporation (the "COMPANY"),  evidenced by the
attached  Warrant  (the  "WARRANT").  Capitalized  terms  used  herein  and  not
otherwise defined shall have the respective meanings set forth in the Warrant.

         1.  FORM OF WARRANT EXERCISE PRICE.  The Holder intends that payment of
the Warrant  Exercise Price shall be made as:

____________ a "CASH EXERCISE" with respect to _________________ Warrant Shares;
and/or




         2.  PAYMENT OF WARRANT EXERCISE PRICE. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

         3.  DELIVERY OF WARRANT SHARES. The Company shall deliver to the holder
 __________  Warrant  Shares in accordance with the terms of the Warrant.

Date:
      --------------- --, -------

Name of Registered Holder

By:
   -----------------------------------------
Name:
     ---------------------------------------
Title:
      --------------------------------------


                                      A-1

<PAGE>



                              EXHIBIT B TO WARRANT
                              --------------------

                              FORM OF WARRANT POWER
                              ---------------------

         FOR VALUE RECEIVED,  the undersigned does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of IVP Technology Corporation, a Nevada
corporation,  represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:
      --------------------------           --------------------------------

                                           By:
                                              -----------------------------
                                           Name:
                                                ---------------------------
                                           Title:
                                                 --------------------------
















                                      C-1