EXHIBIT 10.4
                           SECOND AMENDING AGREEMEN TO
                         SOFTWARE DISTRIBUTION AGREEMENT
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               SECOND AMENDMENT TO SOFTWARE DISTRIBUTION AGREEMENT

      AGREEMENT made as of the 31st day of May, 2000.

B E T W E E N:

      ORCHESTRAL CORPORATION, a private corporation incorporated pursuant to the
      laws of the Province of Ontario, in Canada (the "Software Owner")

                                                               OF THE FIRST PART

                                     - and -

      IVP TECHNOLOGY CORPORATION, a public corporation incorporated pursuant to
      the laws of the State of Nevada, in the United States of America (the
      "Distributor")

                                                              OF THE SECOND PART

      WHEREAS:

1.    The parties have entered into a certain software distribution agreement
      (the "Initial Software Distribution Agreement") made as of the 30th day of
      March, 1999 whereby the Software Owner granted to the Distributor the
      exclusive right and license to copy, distribute, market and sub-license
      throughout the United States of America the Software listed in Schedule A
      to the Software Distribution Agreement upon the terms and conditions set
      out therein; and

2.    The parties amended the Initial Software Distribution Agreement as of
      September 1, 1999 (the Initial Software Agreement as amended is herein
      referred to as the "Distribution Agreement") to (i) amend the definition
      of "Territory" in the Software Distribution Agreement to mean the United
      States of America and the European Economic Community, (ii) amend the
      provisions of Section 3(b) of the Software Distribution Agreement to make
      first and second level support the obligation of the Software Owner
      instead of the Distributor, and (iii) obligate the Software Owner to
      provide certain support an maintenance relating to the Software; and

3.    The parties now desire to amend the Distribution Agreement to (i) extend
      the term of said agreement through May 31, 2003, subject to the
      satisfaction of certain conditions by the Distributor, (ii) expand the
      Territory to include the Country of Switzerland, (iii) provide for the
      payment of additional consideration by the Distributor, (iv) to provide
      the registration under the Securities Act of 1933 of the capital stock
      issued to the Software Developer, and (v) provide that the Distributor
      will use its best efforts to develop a minimum of twelve (12) clients
      prior to May 31, 2001.

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      NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of
the mutual covenants and agreements contained in the Distribution Agreement and
in consideration of the further mutual covenants and agreements herein contained
and the sum of $2.00 now paid by each of the parties hereto to the other (the
receipt and sufficiency of which is hereby acknowledged), it is hereby agreed by
and between the parties hereto as follows:

1. All capitalized terms used herein shall have the same meanings as ascribed
thereto in the Distribution Agreement, except as expressly stated herein to the
contrary.

2. The Distribution Agreement is hereby amended as follows:

      (a)   in the first sentence of subsection (a) of Section 1, titled "Grant
            of Rights," the words "(i) the United States of America during the
            period from the Effective Date to and including August 31, 1999, and
            (2) the United States of America and the European Economic Community
            during the period from September 1, 1999 until the termination of
            this Agreement (in either case, the "Territory")" shall be deleted
            therefrom and the following words shall be substituted therefor:

            "(1) the United States of America during the period from the
            Effective Date to and including August 31, 1999, and (2) the United
            States of America, the European Economic Community and the Country
            of Switzerland during the period from September 1, 1999 until the
            termination of this Agreement (in either case, the "Territory")";

      (b)   add the following subsection to Section 5(a):

            "(v) during the month of June, 2000, deliver one million (1,000,000)
            common shares in the capital stock of the Distributor to the
            Software Owner."

      (c)   Add the following as the last subsection to Section 3:

            "(d)  Marketing and Technical Support. The Distributor shall use its
                  best efforts to develop at the earliest practicable date,
                  either internally or by contracting an independent third
                  party, a technical support team and a marketing team.

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            (e)   Financing. The Distributor shall exercise its best efforts to
                  complete a financing of a minimum of $2,000,000 at the
                  earliest practicable a portion of the net proceeds from which
                  would be used, inter alia, to contract the services of or to
                  develop its own internal technical support team and to
                  contract the services of or develop an internal marketing
                  group dedicated to the licensing of the Software.

            (f)   Registration of Shares. Distributor undertakes to use its
                  reasonable best efforts to prepare and file with the United
                  States Securities and Exchange Commission ("SEC"), by August
                  30, 2000, a registration statement ("Registration Statement")
                  under the Securities Act of 1933 (the "Act") which includes
                  all of the shares of capital stock issued to the Software
                  Owner hereby (the "Shares") and, subject to its right to
                  withdraw such filing, shall use its best efforts to effect
                  registration of such Shares under the Act. Distributor shall
                  use its best efforts to keep such Registration Statement
                  continuously effective under the Act until the date which is
                  two years after the date that such Registration Statement is
                  declared effective by the Commission or such earlier date when
                  all Shares covered by such Registration Statement have been
                  sold or may be sold without volume restrictions pursuant to
                  Rule 144(k) promulgated under the Act, as determined by the
                  counsel to the Distributor pursuant to a written opinion
                  letter to such effect addressed and acceptable to the
                  Distributor's transfer agent (the "Effectiveness Period").

                  Distributor will be entitled to postpone or interrupt the
                  effective date of any Registration Statement filed in
                  connection with such registration (and the use of the
                  prospectus contained therein) if the Distributor determines,
                  in its best judgment, after consultation with counsel, that
                  such Registration Statement would require the premature
                  announcement of any material financing, acquisition, corporate
                  reorganization or other material corporate transaction or
                  development involving the Distributor which, in the
                  Distributor's reasonable determination, would be materially
                  detrimental to the interests of the Distributor and its
                  stockholders. Any such postponement or interruption will be
                  for a minimum period reasonably required to avoid such
                  premature disclosure. The Distributor promptly will give the
                  Software Owner written notice of such postponement or
                  interruption.

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                  Distributor shall use its best efforts to register or qualify
                  the Shares covered by each Registration Statement under such
                  state securities or blue sky laws of such jurisdictions as the
                  Software Owner may reasonably request; provided, that the
                  Distributor shall not be required to execute any general
                  consent to service of process or to qualify to do business as
                  a foreign corporation in any jurisdiction where it is not so
                  qualified.

                  All expenses other than underwriting discounts and commissions
                  incident to the Distributor's performance of or compliance
                  with the undertaking made hereby, including without limitation
                  all registration and filing fees (other than registration and
                  filing fees in excess of $2,500 imposed by the state
                  securities or blue sky laws of any single jurisdiction),
                  printing expenses, messenger and delivery expenses, and fees
                  and disbursements of counsel for the Distributor and all
                  independent certified public accountants, underwriters
                  (excluding discounts and commissions) and other persons
                  retained by the Distributor (all such expenses being herein
                  called "Registration Expenses"), will be borne by the
                  Distributor. The Distributor will, in all events, pay its
                  internal expenses (including, without limitation, all salaries
                  and expenses of its officers and employees performing legal or
                  accounting duties), the expense of any annual audit and the
                  expense of any liability insurance."

                  (f) Minimum Sales Requirements. Distributor agrees to use its
                  best efforts to effect sales of the Software to a minimum of
                  twelve (12) purchasers prior to the expiration of the
                  twelve-month period ending June 1, 2001. Any failure of the
                  Distributor to effect sales to such number of purchasers shall
                  not affect any of the Distributor's rights hereunder except
                  that the Distributor shall be required to compensate the
                  Software Owner for unearned royalties at the rate of $3,750
                  per unrealized sale up to the maximum of twelve (12) or
                  $45,000 and the Distributor shall be required to pay a penalty
                  of one hundred thousand (100,000) common shares in the event
                  that the objective of a minimum of twelve (12) new purchasers
                  is not met.

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      (d) add the following language to the end of Section 5(a):

            -     ; provided, however, that the Distributor's obligation to make
                  such payments shall terminate three (3) months after the
                  receipt by the Software Owner of written notice from the
                  Distributor to the effect that it has either contracted for
                  the provision of such support services by an independent third
                  party or develops an internal technical support team."

      (e) amend subsection 5(b) by deleting said section in its entirety and
replacing said subsection with the following"

                  "Price Schedule. Distributor and Software Owner agree that
                  Schedule F attached hereto represents the applicable list
                  price and price discount schedules for the Software in the
                  Territory. Software Owner may amend Schedule F no more than
                  once each year, except with the prior consent of Distributor.

      (f) in the first sentence of Section 9, titled "Term and Termination," the
words "(i) "Except as otherwise provided herein, this Agreement commences on the
Effective Date and shall remain in effect for a term of fourteen (14) months."
shall be deleted therefrom and the following words shall be substituted
therefor:

                  "Except as otherwise provided herein, this Agreement commences
                  on the Effective Date and shall remain in effect until May 31,
                  2003."

      (g) amend item 3 of Schedule H by deleting the words "Five percent (5%)"
and adding the following language:

                  "-    Seven and one half percent (7 1/2%)..."

3. The Software Distribution Agreement, as changed, altered, amended or
supplemented by this amending agreement, shall continue in full force and effect
and is hereby confirmed by the parties hereto and, for greater certainty, time
shall continue to be of the essence in all respects.

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4. The Software Distribution Agreement shall henceforth be read in conjunction
with this amending agreement and the Software Distribution Agreement and this
amending agreement shall henceforth have effect so far as practicable as if all
the provisions of the Software Distribution Agreement and of this amending
agreement were contained in one instrument.

5. This amending agreement may be executed by the parties in counterparts and
may be delivered by telecopier, each of which when so executed and delivered
shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument. Notwithstanding the date of execution
and delivery of such counterparts, their date of execution and delivery shall be
deemed to be the date first written above.

            IN WITNESS WHEREOF the parties hereto have duly executed and
delivered this amending agreement as of the date first written above.

                                          ORCHESTRAL CORPORATION

                                          By:
                                             ---------------------------------
                                             Jeremy Rasmussen, President


                                          IVP TECHNOLOGY CORPORATION

                                          By:
                                             ---------------------------------
                                             John Maxwell, President