EXHIBIT 10.74

                         MERCHANDISING LICENSE AGREEMENT

     THIS  AGREEMENT  is  made  by and  between  Zorro  Productions,  Inc.,  125
University  Avenue,  Berkeley,  California  94710,  U.S.A.  (Licensor)  and  IVP
Technology Corporation,  2275 Lakeshore Blvd. West, Suite 401, Toronto, Ontario,
Canada M8V3Y3 (Licensee).

     WHEREAS, the Licensor is the owner of all, right, title and interest in and
to various trademarks and designs of "ZORRO" (hereinafter  collectively referred
to as the "Licensed  Marks") and to the  copyrights in various  literary  works,
illustrations and designs  (hereinafter  referred to as the "Licensed Designs");
and

     WHEREAS,  the  Licensee  desires  to use the  Licensed  Marks and  Licensed
Designs on or in  association  with the  manufacture,  offering for sale,  sale,
advertising,  promotion,  and  distribution  of certain  products  identified in
Schedule A attached  hereto (the "Licensed  Products")  worldwide (the "Licensed
Territory"); and

     WHEREAS, the Licensor is willing to grant the Licensee the right to use the
Licensed  Marks and Licensed  Designs on the  Licensed  Products in the Licensed
Territory in accordance with the terms and conditions recited herein.

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
conditions herein contained, it is hereby agreed as follows:

     1. GRANT OF LICENSE

     The   Licensor   hereby   grants   to   the   Licensee   a   non-exclusive,
non-transferable,   non-assignable   license,   without   the   right  to  grant
sub-licenses, to use the Licensed Marks and Licensed Designs solely on and/or in
association  with  the  manufacture,   offering  for  sale,  sale,  advertising,
promotion,  shipment and distribution of the Licensed Products solely within the
Licensed  Territory  according to all the terms and conditions of this Agreement
and of Schedule A, attached  hereto.  Licensee may not  sublicense or permit any
unauthorized  use of the Licensed  Designs and Licensed  Marks in any area other
than the Licensed  Territory and Licensee  will not knowingly  sell any Licensed
Products to persons or entities  who intend or are likely to resell them outside
the Licensed Territory.

     2. TERM

     This  Agreement  shall  commence  and  be  as  of  date  of  its  execution
("Effective  Date") and shall run from the  Effective  Date  hereof for the Term
recited in Schedule A attached  hereto (the  "Term")  unless  sooner  terminated
pursuant to a provision of this Agreement.


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     3. ROYALTY PROVISIONS

         (a) Licensee  agrees to pay Licensor the Royalty  recited in Schedule A
attached  hereto based on Licensee's Net Sales (as  hereinafter  defined) of the
Licensed Products (the "Actual Royalty").

         (b)  Actual  Royalty  payments  shall  be made by the  Licensee  to the
Licensor on all  Licensed  Products  sold,  shipped  and/or  distributed  by the
Licensee,  based upon the  Licensee's  normal  distribution,  shipment and sales
activities.

         (c) Where the invoiced price for any Licensed Products is less than the
usual net sales price for such Licensed  Products,  as  established by Licensee,
sold to third  parties  in the  course of the  Licensee's  normal  distribution,
shipment and sales  activities,  the Actual Royalty  payment shall be based upon
the Licensee's usual net sales price.

         (d) For the  Term of this  Agreement  the  Licensee  agrees  to pay the
Licensor a non-refundable, "Minimum Royalty" in the amount recited in Schedule A
attached  hereto.  Of the Minimum  Royalty,  the  Licensee  agrees to pay to the
Licensor a  non-refundable  advance  against  Royalties  (the  "Advance") in the
amount  recited in Schedule A, which is due and payable  upon  execution of this
Agreement.  Actual  Royalty  payments based on Net Sales made during the Term of
this Agreement shall be credited against the Minimum Royalty due for the Term in
which such Net Sales were made.

         (e) "Net Sales" shall mean Licensee's total gross revenues derived from
the sales of Licensed Products from all sources. However, on total revenues from
Licensee's  own website,  Licensee  shall be permitted to deduct Twenty  percent
(20%) for overhead to Licensee's  benefit and the remaining Eighty percent (80%)
of those revenues shall be Net Sales.

         4. STATEMENTS AND PAYMENTS

         (a) Within  three (3) days  following  receipt of payment of  royalties
from third  parties,  Licensee shall provide to Licensor a complete and accurate
statement of Net Sales of Licensed Products for the relevant distribution period
by that third party.  Licensee shall provide Licensor with complete and accurate
monthly  statements of Net Sales of the Licensed  Products  distributed from its
own website.  The Licensee  shall include the  following:  Information as to the
number, description and gross selling price of the Licensed Products distributed
and/or  sold by the  Licensee,  information  as to  discounts  given and returns
actually credited and any other further  information which the Licensor may from
time to time request.

         Such statements  shall be furnished to the Licensor  whether or not any
Licensed  Products have been  distributed  and/or sold and whether or not Actual
Royalties have been earned during the preceding calendar month.

         (b) The amount payable to Licensor  according to the Licensee's monthly
statements  (or  statements   provided  at  lesser   intervals)  shall  be  paid
simultaneously  with the  submission of such  statements.  In no event shall the
amount  credited for quantity  discounts and returns  during the calendar  month
exceed the Licensee's Royalty  obligations for such calendar month or be used as
a credit  against  past or future  Royalty  obligations  of the  Licensee.  Such
amounts  shall be paid over to licensor,  less any credits for  returns,  in the
next accounting.

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         (c) The Licensee's  statements and all amounts  payable to the Licensor
by the Licensee  shall be  submitted in  accordance  with notice  provisions  in
Paragraph 22 below.  Receipt of  statements  and payments by the party set forth
therein shall constitute a valid discharge of the Licensee's obligations to make
such statements and payments.  This shall,  however, not entail any modification
to the provisions of Paragraph 5 - Audit Rights hereunder,

         (d)  The  receipt  and/or  acceptance  by  the  Licensor  of any of the
statements furnished or Royalties paid hereunder to the Licensor (or the cashing
of any Royalty  checks paid  hereunder)  shall not preclude  the  Licensor  from
questioning  the  correctness  thereof  at any time and,  in the event  that any
inconsistencies or mistakes are discovered in such statements or payments,  they
shall,  within  thirty days of  discovery,  be rectified by the Licensee and the
appropriate payment shall be made by Licensee.

         (e) All payments  made  hereunder  shall be in United  States  currency
drawn on a United  States  bank,  unless  otherwise  specifically  agreed by the
parties.

         (f) Time is of the  essence  with  respect to all  payments  to be made
hereunder  by the  Licensee.  Interest  at a rate  of one and  one-half  percent
(1-1/2%) per month shall accrue on any amount due the  Licensor  hereunder  from
and after the date upon  which the  payment  is due until the date of receipt of
payment by Licensor.

     5.  AUDIT RIGHTS

         (a) The Licensee will keep accurate books of account and records at its
principal  place of  business  in respect of all  transactions  relating  to the
license  granted herein.  The Licensor and its duly  authorized  representatives
shall  have  the  right,  at all  reasonable  hours of the  day,  to  audit  the
Licensee's  books of account and records and all other documents and material in
the  possession or under the control of the Licensee with respect to the subject
matter and the terms of this Agreement and to make copies and extracts  thereof.
In the event that any such audit reveals an underpayment  by the Licensees,  the
Licensee shall  immediately  remit payment to the Licensor in the amount of such
underpayment with interest calculated at the rate of one percent (1 %) per month
calculated  from the date such  payment(s) were actually due until the date when
such payment is, in fact,  actually received by Licensor.  Further, in the event
that any such underpayment is greater than five per cent (5%) of the amount of a
statement in any calendar quarter, the Licensee shall reimburse the Licensor for
the costs and expenses of such audit including,  but not limited to,  reasonable
legal fees incurred in connection therewith.

         (b) Upon  demand by the  Licensor,  but not more  frequently  than once
annually,  the Licensee  shall,  at its own cost,  furnish the  Licensor  with a
detailed  statement,  prepared by an independent  certified public accountant of
the Licensee's  choice and acceptable to the Licensor,  setting forth the number
of Licensed  Products  manufactured  during the time period  extending  from the
later  of the  Effective  Date of this  Agreement  or the  date of any  previous
statement up to and  including  the date of the statement and also setting forth
the pricing  information  of all  Licensed  Products  (including  the number and
description of the Licensed  Products)  shipped,  distributed and/or sold by the
Licensee during the aforementioned time period.

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         (c) All books of account  and  records  of the  Licensee  covering  all
transactions relating to this Agreement shall be retained by the Licensee for at
least two (2) years after the  expiration or  termination  of this Agreement for
possible audit by the Licensor.

     6.  LIABILITY INSURANCE

     Licensee  shall  maintain  a  policy  of  general  and  products  liability
insurance  with policy limits of no less than one million  dollars  ($1,000,000)
combined  single  limit,  with a  deductible  amount not to exceed ten  thousand
dollars  ($10,000,000)  for each single  occurrence  of bodily  injury and/or of
property damage which may arise out of Licensee's execution of this Agreement.

     7.  QUALITY

     The  quality  of the  Licensed  Products  as  well  as the  quality  of all
promotional  and  advertising  which  includes the  Licensed  Marks and Licensed
Designs (the  "Promotional  Material")  shall be of the highest  standard and of
such  style,  appearance  and  quality  as to be  adequate  and  suited to their
exploitation  to the best advantage and to the protection and enhancement of the
Licensed Marks and Licensed Designs and goodwill pertaining  thereto,  and shall
be in full  conformance  with all applicable laws and  regulations.  Approval by
Licensor  shall be prima facia  evidence of the  sufficiency  of quality of that
item vis-a-vis parties.

     8.  MARKING REQUIREMENTS

         (a) Licensee shall mark permanently and legibly all such information as
is required by law and by this Agreement and as advised by Licensor from time to
time on all  Licensed  Products and  Promotional  Material.  Licensor's  initial
marking  requirements as specified in Schedule A, attached hereto,  shall appear
at  least  once on  each  Licensed  Product  and on each  piece  of  Promotional
Material.

          (b) The Licensee shall use no other  markings,  legends and/or notices
on or in  association  with  Promotional  Material  other than as  specified  in
Schedule A and such other  markings,  legends and/or notices as may from time to
time be specified by the Licensor,  without first obtaining the Licensor's prior
express written approval.

                  (c) Should Licensee use its own trade mark or trade name on or
in relation to the Licensed Products or Promotional Material, such use shall be
such as to avoid the creation or appearance of joint rights or a joint trade
mark, by suitable spatial separation one from the other and by distinctive
script and type face.

                  (d) Licensee shall be required to use at least one of
Licensor's logos on the Licensed Products. Exemplars of possible logos are
specified in Schedule A to this Agreement. The specific logo used will be agreed
upon between Licensor and Licensee.

     9.  APPROVALS, QUALITY CONTROL

         (a) The Licensee may not manufacture,  use, offer for sale,  advertise,
promote,  and/or  distribute any Licensed  Products or any Promotional  Material

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relating to the Licensed Products until it has received written approval of same
in the manner provided herein from the Licensor. Such approval may be granted or
withheld as the Licensor,  in its sole  discretion,  may determine,  except that
such approval shall not be  unreasonably  withheld.  Should the Licensor fail to
approve in writing any of the  submissions  furnished it by the Licensee  within
fourteen  (14) days from the date of submission  thereof,  such failure shall be
considered to be a disapproval thereof.

         (b) Before  commencing  or  authorizing  third  parties to commence the
design or development of Licensed Products or of Promotional Material which have
not been  previously  approved in writing by the  Licensor,  the Licensee  shall
submit at its own cost to the Licensor,  for  approval,  as  description  of the
concept of the same,  including  full  information  on the  nature and  function
of-the  proposed  item and a  general  description  of how the  Licensed  Marks,
Licensed  Designs and other  material will be used thereon.  The Licensee  shall
next submit at its own cost to the Licensor, for approval,  complete layouts and
descriptions  of the proposed  Licensed  Products  and/or  Promotional  Material
showing exactly how and where the Licensed Designs, Licensed Marks and any other
artwork and wording will be used.  Thereafter,  the Licensee shall submit at its
own cost to the  Licensor,  for  approval,  pre-production  models or  prototype
samples of the proposed  Licensed  Products  and/or  Promotional  Material.  The
Licensee  shall not proceed  beyond any of the above  stages  where  approval is
required  without  first  securing  the prior  express  written  approval of the
Licensor.  Licensor  shall provide its approval or  disapproval,  as required by
this paragraph,  within fourteen (14) days of request.  Should the Licensor fail
to approve in writing any of the submissions furnished it by the Licensee within
fourteen  (14) days from the date of submission  thereof,  such failure shall be
considered to be a disapproval thereof.

         (c) To assure that the provisions of this Agreement are being observed,
the Licensee  will allow the Licensor or its  designers to enter the  Licensee's
premises and/or the premises where the Licensed Products are being  manufactured
during regular  business hours and upon  reasonable  notice,  for the purpose of
inspecting the Licensed  Products and the Promotional  Material  relating to the
Licensed  Products  and the  facilities  in which the Licensed  Products  and/or
Promotional  Material are being  manufactured and in which the Licensed Products
are packaged.

         (d) In the event that the quality standards and/or  trademark,  patent,
industrial  design and/or copyright usage and marking  requirements  hereinabove
referred  to are not met or, in the event  that said  quality  standards  and/or
trademark,   patent,  industrial  design  and/or  copyright  usage  and  marking
requirements are not maintained  throughout the period of manufacture,  offering
for sale,  advertising,  promotion and/or  distribution of any Licensed Products
hereunder,  then, upon receipt of written notice from the Licensor, the Licensee
shall immediately discontinue any and all manufacture,  offering for sale, sale,
advertising,  promotion and distribution of the Licensed  Products in connection
with which the said  quality  standards  and/or  trademark,  patent,  industrial
design and/or copyright usage and marking requirements have not been met.

         (e)  Licensor  shall  have the  right to  approve  in  writing  all the
financial  terms  of all  third  party  distribution  agreements  at the time of
negotiations with such third parties.

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     10. ARTWORK

         (a) The form and content of all artwork as used by the  Licensee  shall
be subject to the prior express  written  approval of the Licensor  prior to its
use by the Licensee.  If the Licensee desires to use artwork previously approved
by the  Licensor on a different  Licensed  Product or on  different  Promotional
Material,  the Licensee  shall first submit  samples of such proposed use to the
Licensor for approval  thereof.  Such approval may be granted or withheld as the
Licensor, in its sole discretion,  may determine except that such approval shall
not be unreasonably withheld. Should the Licensor fail to approve in writing any
of the  submissions  furnished it by the Licensee within fourteen (14) days from
the  date of  submission  thereof,  such  failure  shall be  considered  to be a
disapproval thereof.

         (b) All artwork and designs of the Licensed Designs and Licensed Marks,
or any reproductions  thereof,  shall,  notwithstanding their creation or use by
the  Licensee,  be and remain the property of the Licensor who shall be entitled
to use and license to use such artwork and designs, subject to the provisions of
this Agreement.

         (c) If Licensee  wishes to use artwork  prepared by Licensor,  Licensee
will pay Licensor's customary charges therefor.

     11. OWNERSHIP OF RIGHTS

         (a) Subject to the  provisions of this Agreement  between  Licensor and
Licensee,  Licensor  is the sole and  exclusive  owner of all  right,  title and
interest in and to the Licensed Designs and Licensed Marks.

         (b)  Nothing  contained  in this  Agreement  shall be  construed  as an
assignment  to the Licensee of any right,  title  and/or  interest in and to the
Licensed  Designs or Licensed Marks, it being  understood that all right,  title
and interest relating thereto are expressly  reserved by the Licensor except for
the rights being Licensed hereunder.

         (c) No license as to any products other than the Licensed  Products and
only in the Licensed  Territory is being granted hereunder and Licensor reserves
for use as it may  determine all rights of any kind other than the rights herein
licensed to the  Licensee.  Licensee  recognizes  that Licensor may already have
entered into, and may, in the future, enter into License agreements with respect
to the Licensed Designs and Licensed Marks for products which fall into the same
general product  category as one or more or the Licensed  Products and which may
be similar to as one or more of the Licensed Products in terms of use, function,
or otherwise,  and Licensee hereby expressly concedes that the existence of said
Licenses  does not and  shall  not  constitute  a breach  of this  Agreement  by
Licensor.

         (d) The Licensee  shall not use the  Licensor's  name,  or the Licensed
Designs and Licensed Marks other than as permitted hereunder and, in particular,
shall not incorporate the Licensor's  name, or the Licensed  Designs or Licensed
Marks in the Licensee's corporate or business name in any manner whatsoever. The
Licensee  agrees that in using the Licensed  Designs and Licensed Marks, it will
in no way represent that it has any rights,  title and/or  interest in or to the
Licensed Marks and Licensed Designs other than those expressly granted under the
terms of this  Agreement.  The Licensee  further  agrees that it will not use or
authorize  the use,  either during or after the Term of this  Agreement,  of any
configuration,  trade mark, trade name or other designation  confusingly similar
to the Licensor's name or the Licensed Marks and license designs.

         (e) During the Term of this  Agreement  and  thereafter,  the  Licensee
shall not contest or otherwise  challenge or attack the Licensor's rights in the
Licensed Designs and Licensed Marks or the validity of the License being granted
herein.

     12. GOOD WILL AND PROMOTIONAL VALUE

         (a) The Licensee  recognizes the value of the good will associated with
the Licensed  Marks and Licensed  Designs and  acknowledges  that as between the
Licensor and the  Licensee,  the Licensed  Designs and Licensed  Designs and all
rights therein and the good will pertaining  thereto,  belong exclusively to the
Licensor.  The Licensee further  recognizes and  acknowledges  that the Licensed
Designs and Licensed  Marks have acquired  secondary  meaning in the mind of the
public.

         (b) The Licensee agrees that its use of the Licensed Marks and Licensed
Designs  shall inure to the benefit of the Licensor and that the Licensee  shall
not, at any time,  acquire any rights in the Licensed  Designs or Licensed Marks
by virtue of any use it may make of the same.

         (c) The Licensee  acknowledges  that the Licensor is entering into this
Agreement not only in consideration of the Royalties paid hereunder but also for
the  promotional  value to be secured by the Licensor for the Licensed Marks and
Licensed  Designs  as a result of the  manufacture,  offering  for  sale,  sale,
advertising,  promotion,  shipment and distribution of the Licensed  Products by
the  Licensee.  Accordingly,  the  Licensee  acknowledges  that its  failure  to
manufacture,  offer  for  sale,  advertise,  promote,  ship and  distribute  the
Licensed  Products in accordance  with the  provisions  of this  Agreement or to
fulfill the Licensee's  obligations  under the provisions  hereof will result in
immediate and  irreparable  damages to the Licensor in connection with promotion
of the Licensed  Designs and Licensed  Marks and that the Licensor  will have no
adequate  remedy  at law  for the  failure  by the  Licensee  to  abide  by such
provisions of this Agreement.  The Licensee  further agrees that in the event of
any breach by the  Licensee,  the  Licensor,  in addition to all other  remedies
available to it hereunder,  shall be entitled to injunctive  relief  against any
such breach as well as such other relief as any court with jurisdiction may deem
just and proper.

     13. INTELLECTUAL PROPERTY PROTECTION

         (a) The License  granted  hereunder is conditioned  upon the Licensee's
full and complete  compliance  with the  provisions  of the  trademark,  patent,
industrial design and copyright laws of the United States. Licensee shall advise
Licensor at least thirty (30) days in advance of the first  distribution of each
Licensed Product. The Licensee shall also keep records of and advise Licensor in
writing of the date when each  Licensed  Product  is first sold in the  Licensed
Territory.

         (b) The  Licensor  has the  right,  but not the  obligation,  to obtain
appropriate trademark, patent, industrial design and/or copyright protection for
the marks and designs, the Licensed Products and/or the Promotional Material.

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         (c) The Licensee  agrees to cooperate  with the Licensor in  protecting
and defending  the Licensed  Designs and Licensed  Marks.  In the event that any
claim or problem arises with respect to the protection of the Licensed Marks and
Licensed Designs in the Licensed  Territory,  the Licensee shall promptly advise
the  Licensor in writing of the nature and extent of same.  The  Licensor has no
obligation to take any action  whatsoever in the event that any claim or problem
arises  with  respect  to the  protection  of the  Licensed  Marks and  Licensed
Designs. The Licensor shall have the option, however, of proceeding with counsel
of its own  choice.  Alternatively,  the  Licensor  may, at the  Licensor's  own
expense,  have the Licensee proceed on its behalf with respect to any such claim
or  problem,  provided,  however,  that the  Licensor's  prior  express  written
permission  shall be  obtained  by the  Licensee  prior to  incurring  any costs
chargeable to the Licensor in connection therewith.

         (d) The  Licensee  agrees  that it shall not at any time  apply for any
copyright,  trademark, industrial design or patent protection which would affect
the Licensor's or Licensor's  grantor's rights in the Licensed Marks or Licensed
Designs or file any  document  with any  government  authority or take any other
action which could  affect the  Licensor's  ownership  of the Licensed  Marks or
Licensed Designs or aid or abet anyone else in doing so.

     14. INFRINGEMENTS

         (a) The Licensee  agrees to assist the Licensor in the  enforcement  of
any rights of the  Licensor in the  Licensed  Marks and  Licensed  Designs.  The
Licensor,  if it so desires, may commence or prosecute any claim or suits in its
own name or in the name of the Licensee or join the Licensee as a party thereto.
The Licensee  agrees to notify the Licensor in writing of any  infringements  or
imitations  by third  parties of the  Licensed  Marks or Licensed  Designs,  the
Licensed  Products  and/or  the  Promotional  Material  which  may  come  to the
Licensee's attention. The Licensor shall have sole right to determine whether or
not any action shall be taken on account of any such infringement or imitation.

         (b) With  respect to all claims and suits for  infringement,  including
suits in which the Licensee is joined as a party,  the  Licensor  shall have the
sole right to employ  counsel of its  choosing and to direct the handling of the
litigation and any settlement thereof.

         (c) With  respect to any and all claims  and suits  involving  products
liability and other  "non-infringement"  matters,  Licensee's  insurance carrier
shall retain all usual rights to choose counsel,  settle claims,  etc.  Licensee
agrees to keep Licensor  fully informed of any claims and further agrees to name
Licensor as an additionally insured individual on such policies of insurance.

     15. INDEMNIFICATION

     The Licensee  hereby agrees to defend,  indemnify and hold harmless  during
the  Term and for  five  (5)  years  after  termination  or  expiration  of this
Agreement, the Licensor, its officers, directors, agents, Licensees,  employees,
partners and/or any of its related entities against any and all claims, demands,
causes of action and judgments  arising out of Licensee's  design,  manufacture,
distribution, shipment, advertising, promotion, offering for sale and/or sale of
the  Licensed  Products  and/or the  Promotional  Material.  With respect to the
foregoing  indemnity,  the  Licensee  agrees  to  defend  and hold the  Licensor
harmless at no cost or expense to the  Licensor  whatsoever  including,  but not
limited to,  legal fees and court costs.  The  Licensor  shall have the right to
defend any such action or proceeding with counsel of its own selection.

     16. EXPLOITATION BY THE LICENSEE

         (a) The Licensee  shall  commence  distribution  and sale of all of the
Licensed  Products  in  commercially   reasonable  quantities  in  the  Licensed
Territory  on or before the  Initial  Distribution  date  recited in  Schedule A
attached hereto.

         (b) During the Term of this  Agreement,  the Licensee  will continue to
diligently and  continuously  distribute  and sell all of the Licensed  Products
within  the  Licensed  Territory  and it will use its best  efforts  to make and
maintain adequate arrangements for the distribution, shipment and sale necessary
to meet the demand for all such Licensed Products in the Licensed Territory.  In
the event Licensee shall determine it in its best interest to stop manufacturing
and distributing a product, the rights to which are licensed to Licensee herein,
into any country in the  territory,  Licensee may elect to terminate its license
in and to that product only and the rights to the same shall revert to Licensor.
Nothing  herein shall be deemed to in any manner cancel or terminate  Licensee's
rights to  manufacture  and sell any  remaining  products  which are the subject
matter herein.

         (c) The  Licensee  agrees that the Licensed  Products  will be sold and
distributed  outright,  at a  competitive  price  that does not exceed the price
generally and customarily charged the trade by the Licensee.  Licensee shall not
grant  exclusivity  to any  purchaser  of  Licensed  Products  without the prior
written  consent  of  Licensor.  In the event  that the  Licensed  Products  are
distributed by a third party, as part of a bundle  including other of Licensee's
products, Licensee shall assure that the Licensed Products shall be treated as a
most favored  nation and be accorded  the best terms  offered by the third party
within that bundle.

     17. PREMIUMS, PROMOTIONS AND SECONDS

         (a) The  Licensee  agrees  not to offer for sale,  advertise,  promote,
distribute  and/or use for any purpose  whatsoever and/or permit any third party
to offer for sale,  advertise,  promote,  distribute  and/or use for any purpose
whatsoever any Licensed  Products and/or  Promotional  Material  relating to the
Licensed Products which fail to meet the specifications and/or quality standards
and/or trademark,  patent,  industrial design and/or copyright usage and marking
requirements of this Agreement.

         (b) Licensor may purchase  from  Licensee,  at  Licensee's  cost,  such
number  of units of any  Licensed  Products  as  Licensor  may from time to time
specify.  Licensor  represents  and warrants that Licensor  shall not, under any
circumstances, resell to any person, firm or corporation.

     18. ASSIGNABILITY AND SUB-LICENSING

         (a) The License granted hereunder is personal to the Licensee and shall
not be assigned by any act of the  Licensee or by operation of taw. The Licensee
shall have the right to grant  sublicenses  with the  Licensor's  prior  express
written approval.

         (b) Notwithstanding any of the foregoing,  the Licensee may subcontract
out any of the work and/or  manufacturing of the licensed  products,  on written
notice to Licensor, provided Licensee remains liable for quality control for all
products.

     19. TERMINATION

     The following  termination rights are in addition to the termination rights
provided elsewhere in this Agreement:

         (a)  Immediate  Right of  Termination.  The  Licensor  has the right to
immediately terminate this Agreement by giving written notice to the Licensee if
the Licensee does any of the following:

              (i) Manufactures,  offers for sale, sells,  advertises,  promotes,
distributes  and/or  uses in any way any  Licensed  Product  and/or  Promotional
Material  without having the prior written  approval of the Licensor as provided
for by the provisions of this Agreement or continues to  manufacture,  offer for
sale, advertise,  promote, distribute and/or use in any way any Licensed Product
and/or   Promotional   Material  after  receipt  of  notice  from  the  Licensor
disapproving of same;

              (ii) Becomes subject to any voluntary or involuntary  order of any
governmental  agency involving the recall of any of the Licensed Products and/or
Promotional Material because of safety,  health or other hazards or risks to the
public;

              (iii) It or its  controlling  shareholders or any of its officers,
directors  or employees  take any actions in  connection  with the  manufacture,
offering for sale,  sale,  advertising,  promotion  and/or  distribution  of the
Licensed  products  and/or the  Promotional  Material  which damages or reflects
adversely upon the Licensor or the Licensed Designs and Licensed Marks;

              (iv) Breaches any of the provisions of this Agreement  relating to
the unauthorized assertion of rights in the Licensed Designs and Licensed Marks;

              (v) Two or more times during a  twelve-month  period fails to make
timely  payment of  Royalties  when due or fails to make  timely  submission  of
Royalty statements when due;

              (vi) Breaches any of the provisions of this Agreement  prohibiting
the Licensee from assigning, transferring, sublicensing or otherwise encumbering
this Agreement or any of its rights or obligations thereunder; and

              (vii)  Fails to obtain or  maintain  public or  product  liability
insurance as required by this Agreement.

         (b) Right to  Terminate a Portion of This  Agreement.  The Licensor has
the right to terminate the portion(s) of this Agreement relating to any Licensed
Product(s) and any countries of the Licensed  Territory in connection with which
the Licensee,  for any reason,  fails to commence sale and  distribution  of any
such Licensed  Product(s)  in any such portion in  accordance  with the terms of

                                       10
<PAGE>

this Agreement upon thirty (30) days written  notice,  if Licensee fails to cure
said breach during the thirty (30) day period.

         (c) Right to Terminate on Notice.  This  Agreement may be terminated by
either  party upon  thirty  (30) days  written  notice to the other party in the
following  events,  provided  that  during  the  thirty  (30)  day  period,  the
defaulting party fails to cure the breach:

              (i) The Licensor has the right to terminate the portion(s) of this
Agreement  relating to any  Licensed  Products  and any portion of the  Licensed
Territory if the  Licensee,  for any reason after the  commencement  of sale and
distribution  of such  Licensed  Products in such Licensed  Territory,  fails to
continue  to  sell  and  distribute  such  Licensed   Products  in  commercially
acceptable quantities in the Licensed Territory;

              (ii) The Licensor has the right to terminate this Agreement if the
Licensee  violates any of its  obligations  under this  Agreement  including its
payment obligations;

              (iii) The Licensor has the right to  terminate  this  Agreement if
the Licensee fails to pay its Minimum Royalty obligations;

              (iv) The Licensor has the right to terminate this Agreement if the
Licensee  files a  petition  in  bankruptcy  or is  adjudicated  a  bankrupt  or
insolvent,  or  makes  an  assignment  for  the  benefit  of  creditors,  or  an
arrangement pursuant to any bankruptcy law, or if the Licensee  discontinues its
business or if a receiver is appointed  for the  Licensee or for the  Licensee's
business and such receiver is not discharged within thirty (30) days;

              (v) Either party shall have the right to terminate  this Agreement
in the  event  that the  other  party  commits  a  material  breach of any other
provision of this  Agreement  and said  material  breach is not cured within the
thirty (30) day notice period.

     20. POST-TERMINATION AND EXPIRATION RIGHTS AND OBLIGATIONS

         (a) If this Agreement is terminated  under  subparagraphs  19(a) and/or
19(b),  the  Licensee  and its  receivers,  representatives,  trustees,  agents,
administrators, successors and/or permitted assignees of the Licensee shall have
no right to manufacture,  offer for sale,  advertise,  promote and/or distribute
Licensed Products or to use in any way any Promotional  Material relating to the
Licensed Products.

         (b) Upon  termination or expiration of this Agreement,  notwithstanding
anything to the contrary  herein,  all  Royalties  on sales and/or  distributors
theretofore  made shall  become  immediately  due and  payable and no Advance or
Minimum Royalty paid to Licensor shall be refunded.

         (c)  After  termination  or  expiration  of this  Agreement  under  any
provision other than subparagraphs  19(a) and/or 19(b), the Licensee may dispose
of all Licensed  Products  which are on hand or in the process of manufacture at
the time notice of termination is received or upon the expiration of the then in
effect Term for a period of ninety (90) days after notice of termination or such
expiration,  as the case may be,  provided that the Advances and Royalties  with
respect to that period are paid and the appropriate statements are furnished for

                                       11
<PAGE>

that period.  During such ninety (90) day period, the Licensor may itself use or
license the use of the Licensed  Designs and Licensed Marks in any manner at any
time anywhere in the world as the Licensor sees fit.

         (d) After the expiration or termination of this  Agreement,  all rights
granted to the Licensee shall forthwith revert to the Licensor who shall be free
to license  others to use the Licensed  Designs and Licensed Marks in connection
with the  manufacture,  offering for sale, sale,  advertising,  promotion and/or
distribution  of the  Licensed  Products  and the  Licensee  shall  refrain from
further use of the Licensed Designs and Licensed Marks or any further  reference
to the Licensed  Designs and Licensed Marks,  either directly or indirectly,  in
connection with the manufacture, offering for sale, sale, advertising, promotion
and/or distribution of the Licensee's products.  The Licensee shall further turn
over to the Licensor all materials which reproduce the Licensed  Products and/or
Promotional  Material  relating  to the  Licensed  Products  or  shall  give the
Licensor  satisfactory  evidence of their  destruction.  The  Licensee  shall be
responsible  to the Licensor for any damages caused by the  unauthorized  use by
the Licensee or by others of such  reproduction  materials  which are not turned
over to the Licensor.

         (e)  The   Licensee   acknowledges   that  its  failure  to  cease  the
manufacture,  offering for sale,  sale,  advertising,  promotion of the Licensed
Products  and/or  use in any way of the  Promotional  Material  relating  to the
Licensed Products at the termination or expiration of this Agreement will result
in  immediate  and  irreparable  damage to the Licensor and to the rights of any
subsequent licensee of the Licensor.  The Licensee  acknowledges and admits that
there is no adequate  remedy at law for failure to cease such activities and the
Licensee  agrees  that in the  event  of such  failure,  the  Licensor  shall be
entitled to equitable  relief by way of injunctive  relief and such other relief
as any court with jurisdiction may deem just and proper.

     21. REPRESENTATIONS AND WARRANTIES

         (a) Licensor  represents  and warrants that it is the sole owner of all
right,  title and  interest  in and to various  trademarks,  various  designs of
"ZORRO" and  similar  marks,  and various  "ZORRO"  related  copyrights,  in the
various illustrations and designs which are the subject matter herein.

         (b)  Licensee  represents  and  warrants  that it has  full  right  and
authority to enter into this  Agreement  and to perform in  accordance  with the
terms and conditions contained herein.

         22.      NOTICES

         All notices or other communications required or desired to be sent to
either party shall be in writing and the party to be served shall be addressed
as follows:

                                       12
<PAGE>

Licensor:

      John Gertz, President
      Zorro Productions, Inc.
      125 University Avenue
      Berkeley, California 94710
      USA

      Fax: (510) 548-0264
      e-mail: Jgertz@zorro.com
              ----------------

Licensee:

      Brian MacDonald, CEO
      IVP Technology Corporation
      2275 Lakeshore Blvd. West, Suite 401
      Toronto, Ontario Canada M8V 3Y3

      Fax: 1(416) 252-4578
      e-mail: bmacdonald@ivptechnology.com
              ----------------------------

Any such  notice,  served  by  either  party,  may be  served  personally  or by
depositing  the same  addressed  as herein  provided,  postage  prepaid,  return
receipt requested,  or by telex, telegram or telecopier,  charges prepaid to the
above-recited addresses.  Three (3) business days from the date of mailing shall
be  deemed  to be the date of  service.  One (1)  business  day from the date of
overnight  air  courier  shall be deemed to be the date of service  for  courier
handled  notices.  Either  party may change such address by notice in writing to
the other party.

     23. RELATIONSHIP OF THE PARTIES

     This Agreement  does not create a partnership or joint venture  between the
parties and the Licensee shall have no power to obligate or bind the Licensor in
any manner whatsoever.

     24. ARBITRATION

         (a)  Any  controversy  or  claim  arising  out of or  relating  to this
Agreement,  or the breach  thereof,  shall be  settled  by  binding  arbitration
administered  by the American  Arbitration  Association  in accordance  with its
Commercial  Arbitration  Rules  and  judgment  on  the  award  rendered  by  the
arbitrator may be entered in any court having jurisdiction thereof.

         (b) The  parties  shall  choose a single  arbitrator  from the panel of
arbitrators provided by the American Arbitration Association.

         (c) The place of arbitration shall be Berkeley, California.

                                       13
<PAGE>

         (d) The  prevailing  party shall be entitled to an award of  reasonable
attorney's  fees.  Each party shall bear its own costs and expenses and an equal
share of the arbitrator's and administrative fees of arbitration.

         (e)  Except  as may be  required  by  law,  neither  a  party  nor  the
arbitrator  may disclose the  existence,  content or results of any  arbitration
hereunder without the prior written consent of both parties.

     25. APPLICABLE LAW AND DISPUTE

         This  Agreement  shall  be  governed  by  the  laws  of  the  State  of
California,  United  States of  America  and the  parties  hereby  submit to the
jurisdiction  of the State of  California,  including any Federal courts located
therein,  should any  Federal  jurisdiction  requirements  exist,  in any action
brought to enforce this Agreement.

     26. HEADINGS

     The headings used in connection  with the paragraphs and  subparagraphs  of
this Agreement are inserted only for purposes of reference.  Such headings shall
not be deemed to govern,  limit, modify or in any other manner affect the scope,
meaning or intent of the  provisions  of this  Agreement or any part thereof nor
shall such headings otherwise be given any legal affect.

     27. WAIVER

         (a) No waiver by either party of a breach or a default  hereunder shall
be deemed a waiver by such  party of a  subsequent  breach of default of like or
similar nature.

         (b)  Resort  by  the  Licensor  to any  remedies  referred  to in  this
Agreement  or arising by reason of a breach of this  Agreement  by the  Licensee
shall not be construed as a waiver by the Licensor of its right to resort to any
and all other legal and equitable remedies available to the Licensor.

     28. SURVIVAL OF THE RIGHTS

     Notwithstanding anything to the contrary contained herein, such obligations
which remain  executory  after  expiration of the Term of this  Agreement  shall
remain in full force and affect until  discharged by performance and such rights
as pertain thereto shall remain in force until their expiration.

     29. SEVERABILITY

     In the event that any term or  provision  of this  Agreement  shall for any
reason be held to be invalid,  illegal or  unenforceable  in any  respect,  such
invalidity,  illegality or  unenforceability  shall not affect any other term or
provision and this Agreement  shall be interpreted and construed as if such term
or provision, to the extent the same shall have been held to be invalid, illegal
or unenforceable, had never been contained herein.

                                       14
<PAGE>

     30. COUNTERPARTS

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which  together  shall be deemed to
be one and the same Agreement.  Counterparts,  however,  must be executed within
thirty (30) days of the first  signature  to be affixed to this  document or the
Agreement shall be null and void.

     31. ENTIRE AGREEMENT

     This  Agreement  represents  the entire  understanding  between the parties
hereto with respect to the subject matter hereof and this  Agreement  supersedes
all previous  representations,  understandings  or Agreements,  oral or written,
between the parties  with  respect to the  subject  matter  hereof and cannot be
modified except by a written instrument signed by the parties hereto.

     By their  execution  below,  the  parties  hereto have agreed to all of the
terms and conditions of this Agreement.

LICENSOR:

ZORRO PRODUCTIONS, INC.

/s/John Gertz
-----------------------------------
John Gertz, President                                    Date: /s/ July 21, 2003

LICENSEE:

IVP TECHNOLOGY CORPORATION

/s/Brian MacDonald
-----------------------------------
Brian MacDonald, Chairman and CEO                        Date: /s/ July 14, 2003


                                       15
<PAGE>

                                   SCHEDULE A

Licensee:           IVP Technology Corporation
Licensee Address:   2275 Lakeshore Blvd. West, Suite 401
                    Toronto, Ontario, Canada M8V 3Y3

Licensee Contact:     Brian MacDonald, CEO
Licensee Telephone:   1 (416) 255-7578
Licensee Fax:         1 (416) 252-4578
Licensee e-mail:      bmacdonald@ivptechnology.com

     1. License Designs:

     The various  designs of "ZORRO" as shall be determined,  from time to time,
and as further attached hereto as the same are created and/or supplied.

     2. License Product:

     The following Licensed Products form part of this Agreement:

         One downloadable cell phone game distributed by Tira Wireless,  IVP and
         other  wireless  distributors  and various  websites  under terms to be
         approved by Licensor.

     3. Term:

     The term of this  Agreement  shall  commence  on the date  executed by both
parties  and shall  extend  until  March 31,  2004.  In the event that  Licensor
receives at least Seventy-five Thousand Dollars (US$75,000), this Agreement will
automatically  renew to permit a second  game to be  developed  and  distributed
during a second term,  which shall expire on October 30, 2004. In the event that
Licensor receives at least  Seventy-five  Thousand Dollars  (US$75,000) from the
second game, the Agreement will automatically renew to permit a third game to be
developed  and  distributed  during a third term which shall expire on March 31,
2005. In the event that Licensor does not receive at least Seventy-five Thousand
Dollars  (US$75,000) from the first  generation cell phone game,  Licensee shall
have a six month  right of first  negotiation  on cell phone  downloadable  game
license.

     4. Currency: The currency used shall be U.S. Dollars.

     5. Royalty Rate:

     Licensee  shall  pay no  royalties  on the  first  Fifty  Thousand  dollars
(US$50,000)  of Net Sales.  Subsequently,  Licensee  and  Licensor  shall  share
equally a royalty of Fifty percent (50%) on Net Sales.


<PAGE>

     6. Minimum Royalty:

     There shall be no minimum royalty.

     7. Advance:

     There shall be no advance.

     8. Initial Distribution:

     The Licensee shall  commence  distribution  of the first  generation of all
Licensed  Products on or before  October 15, 2003. In the event that  additional
games are  developed,  the release dates for the second and third games shall be
not later than March 31, 2004 and September 30, 2004, respectively.

     9. Marking Requirements:

     The Licensor's initial marking requirements are:

     (C)200(_) Zorro Productions, Inc., All Rights Reserved ZORRO(R)

     In  addition,  Licensee  shall  be  required  to  use at  least  one of the
following logos on the Licensed Products.  The specific logo used will be agreed
upon between Licensor and Licensee.

                                       17