EXHIBIT 10.69
                                  -------------

      This Consulting  Agreement is made as of the 3rd day of June,
2003

BETWEEN:

     RODGER J. COWAN, Consultant, of the City of Toronto in the Province of
     Ontario (hereinafter referred to as "Cowan")

                                     OF THE FIRST PART
AND
     IVP TECHNOLOGY  CORPORATION,  a corporation  incorporated  pursuant to the
     laws of the State of Nevada (hereinafter referred to as "IVP")

                                     OF THE SECOND PART

     WHEREAS  IVP is involved in  negotiations  involving a number of  strategic
alliances and/or acquisitions; and

     WHEREAS Cowan can facilitate the process of negotiation by consulting  with
the  management  of IVP in the areas of strategic  planning and marketing in the
field of entertainment software distribution;

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that  in  consideration  of the
premises,  the mutual  agreements and covenants  herein  contained and for other
good and valuable  consideration  now paid by each of the parties  hereto to the
other (the receipt and sufficiency of which is hereby acknowledged), the parties
hereto agree as follows:

     1.   APPOINTMENT
          -----------

      IVP hereby  engages Cowan and Cowan agrees to render  services to IVP as a
consultant upon the terms and conditions hereinafter set forth.

     2.   TERM
          ----

     The term of this  Consulting  Agreement  shall begin as of the date of this
Agreement,  and shall terminate on June 1st, 2004, unless earlier  terminated in
accordance with paragraph 7 herein or extended as agreed to between parties.

     3.   SERVICES
          --------

     During the term of this Agreement; Cowan shall provide advice to, undertake
for and consult with IVP concerning management, marketing, consulting, strategic
planning, corporate organization and structure,  financial matters in connection
with the operation of the businesses of IVP, expansion of services, acquisitions
and  business  opportunities,  and shall  review and advise  IVP  regarding  its

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overall progress, needs and condition. Cowan agrees to provide on a timely basis
the following enumerated services contemplated thereby:

          (a)  The   implementation  of  short-range  and  long-term   strategic
               planning to fully  develop and enhance IVP's  domestic  marketing
               plan  as  it  relates  specifically  to  entertainment   software
               including,  without limiting the generality of the foregoing, the
               identification  of  potential  sources of  distribution  in North
               America;

          (b)  Advise IVP  relative to the  recruitment  and  employment  of key
               executives  consistent  with  the  efficient  marketing  of 1VP's
               products and services; and

          (c)  Assistance  with  regard  to  the   identification,   evaluation,
               structuring, negotiating and closing of joint ventures, strategic
               alliances,  business  acquisitions  and advice with regard to the
               ongoing  managing  and  operating  of  such   acquisitions   upon
               consummation thereof.

     4.   DUTIES OF IVP
          -------------

     IVP shall  provide Cowan, on a regular and timely basis,  with all approved
data and information  about it, its subsidiaries,  its management,  its products
and services and its operations as shall be reasonably  requested by Cowan,  and
shall  advise Cowan of any facts which would effect the accuracy of any data and
information  previously supplied pursuant to this paragraph.  IVP shall promptly
supply Cowan with full and complete  copies of  financial  reports,  all filings
with all federal and state securities agencies; with full and complete copies of
all stockholder reports; with all data and information supplied by any financial
analyst,  and with  all  brochures  or other  sales  materials  relating  to its
products or services.

     5.   COMPENSATION
          ------------

     In  consideration for the provision of the consulting services described in
paragraph 3  hereinabove,  IVP will issue and deliver five  million  (5,000,000)
shares of IVP's Common Stock to Cowan (the  "Shares").  The parties hereto agree
that the  Shares  shall be  issued to Cowan on a fully  paid and  non-assessable
basis in consideration for services rendered by Cowan to IVP and that the Shares
shall bear the  appropriate  legend  restricting  the  transfer of the Shares as
required by Rule 144 as promulgated  pursuant to the terms of the Securities Act
of 1933.

     Expenses  relating  to  any  activities  undertaken  by  Cowan  under  this
Consulting  Agreement will be charged to IVP at cost on a monthly basis.  Travel
and accommodation terms will be mutually agreed upon prior to the activity being
undertaken. Expenses will be invoiced and payment due within thirty (30) days of
receipt of an invoice.

     6.   REPRESENTATION AND INDEMNIFICATION
          ----------------------------------

     IVP  shall  be  deemed  to have  made a  continuing  representation  of the
accuracy of any and all facts,  material  information and data which it supplies
to Cowan and  acknowledges its awareness that Cowan will rely on such continuing

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<PAGE>

representation  in disseminating  such information and otherwise  performing its
advisory functions. Cowan in the absence of notice in writing from IVP will rely
on the continuing  accuracy of material,  information  and data supplies to IVP.
Cowan  represents  that he has knowledge of and is  experienced in providing the
aforementioned services.

     7.   LIMITATION OF LIABILITY
          -----------------------

     In  the event that either  party  shall be liable to the other  pursuant to
the terms of this Consulting  Agreement for any failure to perform in connection
with this  Consulting  Agreement,  that  party's  liability  shall be limited as
follows:

          (a)  All  liabilities  in  contract  and tort for direct loss shall be
               limited to the actual value of the shares paid in the year of the
               claim; and

          (b)  All liabilities in contract and in tort for incidental, indirect,
               special or consequential  damages including,  but not limited to,
               loss of revenues or profits shall be excluded.

     8.   CONFIDENTIAL INFORMATION
          ------------------------

     Each party  may use the information  received from the other party pursuant
to  this  Consulting  Agreement  and  may  provide  such  information  to  their
respective  employees as applicable  for their use only in  connection  with the
Agreement.

     Each  party  agrees that it shall use the same means it uses to protect its
own  confidential  and proprietary  information to prevent the disclosure and to
protect the confidentiality of-both

     i.   written  information  received from the other party which is marked or
          identified as "confidential",

     ii.  written or verbal information which is of its nature confidential; and

     iii. oral or visual  information  identified as confidential at the time of
          disclosure  which is reduced to written form and provided to the other
          in such written form promptly after such oral or visual disclosure,

     The  foregoing shall not prevent either party from  disclosing  Information
     that is:

     iv.  already known by the recipient  party prior to the disclosure  thereof
          with no obligation of confidentiality;

     v.   publicly known or becomes  publicly known not due to any  unauthorized
          act of the recipient party;

     vi.  rightfully received from a third party;

     vii. independently  developed  by the  recipient  party  without use of the
          other party's Information;

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<PAGE>

     viii.disclosed  without  similar  restrictions  by  the  party  owning  the
          Information to any third party;

     ix.  approved by the other party for disclosure; or

     x.   required  to  be  disclosed   pursuant  to  a  governmental  or  legal
          requirement  provided  that the  disclosing  party  gives to the other
          party written notice of such requirement prior to any such disclosure.

     Upon  expiration or termination of the Consulting Agreement or upon written
request of the party providing the Information, the other party shall return all
copies of the  Information to the providing party or certify in writing that all
copies of the  Information  have been  destroyed.  Either  party may  return the
Information, or any part of it, to the other party at any time.

     Each party  makes no  warranty,  express,  or implied,  with respect to the
Information.  Neither  party shall be liable to the other or to any other person
hereunder  for  amounts  representing  loss of  profits or loss of  business  or
indirect,  consequential or punitive damages of the other party or of such other
person in connection with the provision or use of the Information hereunder.

     Nothing  contained  in  this  Agreement  shall be  construed as granting or
conferring any rights by license or otherwise in the Information.

     Each  party   acknowledges   and  agrees  that  the   Information  is   the
confidential and/or proprietary and/or trade secret information of the other and
the  unauthorized use or disclosure of the Information  could cause  irreparable
harm and significant  injury to the other party for which that other party would
have no adequate remedy at law.

     Therefore  each party shall have the right, in addition to any other rights
it may have at law or in equity, to seek and obtain immediate  injunctive relief
in respect of any breach or potential breach of this Consulting Agreement by the
other.

     The  provisions of  this Clause 6 shall  survive the expiry or  termination
for whatever reason of this Consulting Agreement.

     9.   MISCELLANEOUS
          -------------

     TERMINATION:  This  Consulting  Agreement may be terminated by either Party
upon  written  notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice.  This Consulting  Agreement
shall be terminated  immediately upon written notice for material breach of this
Consulting Agreement.

     MODIFICATION: This Consulting Agreement sets forth the entire understanding
of the  Parties  with  respect to the subject  matter  hereof.  This  Consulting
Agreement may be amended only in writing signed by both Parties.

     COUNTERPARTS:  This  consulting  agreement may be executed in any number of
counterparts by original or facsimile signature by the authorized officer of IVP
and Cowan each of which counterparts,  when executed and delivered,  shall be an

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<PAGE>

original  but  such  counterparts  together  shall  constitute  one and the same
instrument.

     NOTICES: Any notice required or permitted to be given hereunder shall be in
writing and shall be mailed or  otherwise  delivered  in person or by  facsimile
transmission  at the  address  of such  Party set forth  above or to such  other
address or  facsimile  telephone  number as the Party  shall have  furnished  in
writing to the other Party.

     WAIVER:  Any waiver by either  Party of a breach of any  provision  of this
Consulting  Agreement shall not operate as or be construed to be a waiver of any
other breach of that  provision or of any breach of any other  provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term of this  Consulting  Agreement  on one or more  occasions  will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.

     SEVERABILITY:  If any  provision of this  Consulting  Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect,  and if any provision is inapplicable to any person or  circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.

     DISAGREEMENTS:  Any dispute or other  disagreement  arising  from or out of
this Consulting  Agreement shall be submitted to arbitration  under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having  jurisdiction  thereof.  Arbitration shall occur
only in the State of Nevada.  The  interpretation  and the  enforcement  of this
Agreement  shall be governed by Nevada Law as applied to  residents of the State
of Nevada  relating to contracts  executed in and to be performed  solely within
the State of Nevada.  In the event any  dispute is  arbitrated,  the  prevailing
Party (as  determined  by the  arbiter(s))  shall be  entitled  to recover  that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).

     IN WITNESS  THEREOF,  this  Consulting  Agreement  has been executed by the
Parties as of the date first above written.


                                     IVP TECHNOLOGY CORPORATION



                                     ______________________________________
                                     Brian Mac Donald
                                     President and CEO


___________________________          ______________________________________
Witness                              Rodger J. Cowan


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