EXHIBIT 10.63
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                                [IVP LETTERHEAD]


                                                                 July 10th, 2003

TO:

Mr. Peter Mcbride
Karora Technologies, Inc.
Toronto, Ontario


                                LETTER OF INTENT


     The intent of this letter  ("letter")  is to summarize the result of recent
discussions  between the  management  of Karora and IVP  Technology  Corporation
("IVP")  together (the  "Parties")  with respect to IVP's  proposal to acquire a
SOURCE CODE  LICENSE  for the product  known as  XML/CONNECTOR.  Therefore,  the
principal  purpose of this letter is to document  the terms,  in general,  under
which the  transaction  would take place subject to due diligence on the part of
IVP and the approval of IVP's board of directors.

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

PRINCIPAL TERMS AND CONDITIONS

     The principal terms and conditions for the proposed  purchase of the Source
Code License of XML/CONNECTOR are:

     o    The source code license is exclusive in the Health Care vertical world
          wide

     o    The source  code  license  cannot be sold by IVP to a customer  or any
          other vendor unless it is sold with the company

     o    Karora  cannot  compete in the Health Care  vertical nor sell a source
          code license to any other party that may compete  with IVP  Technology
          in the health care vertical.

     o    A first right of refusal to buy any other vertical or the IPR

     o    Karora to provide 5 days of no charge developer support

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     o    Karora to provide  up to 120 hours of  developer  consulting  at 50.00
          Canadian dollars/hr

     o    500,000 common shares,  these shares would be unregistered and subject
          to rule 144 of the SEC, will be granted to Karora

     o    Cash payment of 120,000 Canadian dollars in the form of a note payable
          with terms of

          o    10,000 Canadian dollars already advanced

          o    10,000 Canadian dollars already advanced

          o    10,000 Canadian dollars on July 30th, 2003

          o    40,000 Canadian dollars by Aug. 30th 2003

          o    50,000 Canadian dollars by September 30, 2003

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II.  LOCK UP AND CONFIDENTIALITY

     It is hereby  expressly  agreed  that  Karora and any of its  shareholders,
managers or advisors will not engage in a process of seeking any other buyer for
the source code. Karora also undertakes to refrain from discussing the potential
acquisition of XML/Connector  with any of IVP's competitors  except as agreed to
by IVP.

III.  ASSUMED CLOSING DATE:

      July 25, 2003

IV.  CONDITIONS:

     The purchase of Karora's XMLConnector (Source Code) shall be subject to due
diligence by IVP and its agents and the approval of IVP's board of directors and
subject  to  counsel  input  from both IVP and  Karora's  legal  and  accounting
advisors.

     SHARES:  The shares provided as partial  consideration  in this transaction
will initially be unregistered and subject to rule 144 of the SEC.

     CONFIDENTIALITY:  IVP and  Karora  will  undertake  to use every  effort to
maintain the  confidential  nature of the proposed  transaction  pending  mutual
agreement  as to any  announcement  however  it is  acknowledged  that  IVP must
disclose  the pending  purchase as a result of SEC  requirements  however in any
such  announcements  transaction  details concerning cash and shares will not be
provided.

     LITIGATION: To the best of knowledge of IVP and Karora, there is no action,
claim or demand or other  proceedings  pending or threatened before any court or
other administrative  agency, which would materially and adversely affect Karora
or IVP's right to access and use the source code to XMLConnector.

     DEFINITIVE  DOCUMENTATION:  It  is  understood  that  consummation  of  the
transaction  contemplated  herein will be subject to the preparation;  execution
and  delivery of a promissory  note and a source code license  agreement or such
other  documentation as may be deemed appropriate (the "Agreement") by legal and
accounting counsel to IVP and Karora.

     APPLICABLE  LAW:  the  Agreement  to be  consummated  to give effect to the
transaction  herein  shall be  governed  by and  construed  and  interpreted  in
accordance  with  the  laws  of the  Province  of  Ontario.  As IVP is a  public
corporation  traded on a recognized  stock market in the United  States and is a
reporting  entity  within the United  States of America in case of difference in

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the regulatory  treatment of financial,  securities  and accounting  matters the
laws and regulations of the US shall apply.

     ALL NOTICES under this Letter should be sent to:

IVP TECHNOLOGY CORPORATION AT:            Brian J. MacDonald,
                                          President and CEO
                                          2275 Lakeshore Boulevard West
                                          Suite 401,
                                          Toronto, Ontario  M8V 3Y3


Karora:                                   Mr. Peter McBride
                                          President and CEO
                                          30806 Tanoa Rd
                                          Evergeen, CO  80439


      Date this /s/ 22 day of July 2003.
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EXECUTED:

IVP TECHNOLOGY CORPORATION                                   KARORA

/s/ [Brian MacDonald]                     /s/ [Illegible Signature]
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