Exhibit 10.61


                           PURCHASE AND SALE AGREEMENT

         This  Purchase  and  Sale  Agreement  (the  "Agreement"),  dated  as of
11:59:59  PM  February  29,  2004 ("the  effective  date"),  by and  between IVP
TECHNOLOGY CORPORATION D.B.A.  ACTIVECORE  TECHNOLOGIES,  INC., a Nevada Company
with  offices  at 6121  Lakeside  Drive,  Suite  260,  Reno  Nevada,  89511 (the
"Seller") and SILVERBIRCH STUDIOS INC., an Ontario Company, with offices located
at Suite 103, 703 Evans Avenue,  Toronto,  Ontario, M9C 5E9, (the "Buyer").  The
Purchaser and Seller are sometimes collectively referred to as the "Parties".

         WHEREAS,  the Seller desires to sell, assign and otherwise transfer and
the Purchaser  desires to acquire  certain of the properties and assets utilized
by  Seller  in  the  operation  of   SilverBirchStudios.com;   BladeofZorro.com;
Recessgames.com  and any other assets pertaining to cell phone games, ring tones
and web portals for  consumer  products  otherwise  known as the Games  Division
("GD") business as they exist as of the effective date,  subject only to certain
liabilities  enumerated herein, for the purchase price hereinafter described and
upon  the  terms  and  conditions  hereinafter  set  forth on the  Closing  Date
("Closing Date").

         NOW, THEREFORE,  in consideration of such sale and of the foregoing and
of the mutual  agreements  hereinafter  set forth,  the parties hereto do hereby
agree as follows:

1.       SALE OF THE ASSETS AND BUSINESS:

         1.1.   Upon the terms and subject to the  conditions  set forth in this
                Agreement and in  consideration  of the payment to the Seller of
                the purchase  price  described  in Section 2, the Seller  hereby
                agrees to sell,  convey,  assign and  transfer to the  Purchaser
                only the following assets (collectively, the "PURCHASED ASSETS")
                which  relate to the GD business of  providing  cell phone games
                and ring tones  through the websites  known as  RecessGames.com,
                SilverBirchStudios.com and BladeOfZorro.com and assets ancillary
                thereto:

                (a)  All contracts for  distribution  of games and ring tones of
                     the GD issued  pursuant  thereto held by Seller,  as listed
                     and annexed in SCHEDULE 1.1 hereto;

                (b)  All files and  records  pertinent,  relevant  or in any way
                     connected  with  the  performance  of  services  under  the
                     contracts  referred to in (a) above  including the internet
                     domain  names  to  Recessgames.com;   BladeofZorro.com  and
                     Silverbirchstudios.com;

                (c)  Personnel  files  relating to employees  assigned to the GD
                     wherever located, databases maintained by Seller related to
                     GD sales and personnel assigned to those clients. A list of
                     current employees or contractors is annexed as SCHEDULE 1.2
                     ("CURRENT EMPLOYEES");

                (d)  All  documents   and   materials   pertaining  to  Seller's
                     Recessgames.com website, its Silverbirchstudios.com website
                     and its BladeOfZorro.com  website together with the code to
                     any completed and un-completed cell phone games and ring

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                     tones   and   underlying   sku,   payment   tracking,   OTA
                     provisioning   mechanism,   royalty  tracking  and  related
                     software  infrastructure  for Purchaser's  exclusive use in
                     "AS IS" condition annexed as SCHEDULE 1.3;

                (e)  The registered  trade names and  registered  Domains listed
                     and annexed as SCHEDULE 1.4;

                (f)  The computer  equipment  listed and annexed on SCHEDULE 1.5
                     in "AS IS" condition; and

                (g)  Certain leases and rights as listed and annexed on SCHEDULE
                     1.6.


         1.2.   Excluded Assets.

                (a)  Notwithstanding  anything to the contrary contained in this
                     Agreement,  it is recognized  and agreed that Seller is not
                     selling any other  components  of its  business  but rather
                     only those  certain  assets  utilized  by GD.  Accordingly,
                     Seller  shall  retain and not  transfer  to  Purchaser  any
                     assets  other than those  listed in Section 1.1 above.  All
                     the  assets  not  transferred  will be  referred  to as the
                     "EXCLUDED ASSETS."

                (b)  In furtherance of this  understanding and by way of example
                     and not  limitation,  the Excluded Assets shall include the
                     following:

                     (i)   all billed and unbilled Accounts Receivable of Seller
                           including  Accounts  Receivable  of  the  GD  to  the
                           effective date;

                     (ii)  all other software code or designs; and

                     (iii) all assets of the Seller not exclusively indicated in
                           schedules 1 - 5 annexed hereto.

2.       PURCHASE PRICE:

         2.1.   Upon the terms and subject to the  conditions  set forth in this
                Agreement, and in consideration for the conveyance, transfer and
                assignment  of the assets and other  rights to the  Purchaser as
                described  in Section  1.1 above,  the  Purchaser  shall pay the
                Seller a purchase price in accordance with the following:

                (a)  A promissory  note in the form annexed  hereto as EXHIBIT A
                     payable by way of a cash  payment in the sum of One Million
                     Canadian  Dollars  (CDN  $1,000,000.00)  dated  as  at  the
                     effective  date,  together  with  a  collateral   debenture
                     (general security  agreement)  securing the said promissory
                     note in the form annexed hereto as EXHIBIT B;

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                (b)  A  5%  equity   interest  in  the  Purchaser   together  in
                     consideration of the same per share capital investment rate
                     as the founder(s) of the Purchaser together with a grant of
                     pre-emptive  rights  in  respect  of  the  said  5%  equity
                     interest in the form annexed hereto as EXHIBIT C;

                (c)  A royalty  payment  equal to 2% of gross  sales  revenue of
                     SilverBirch  Studios Inc. in respect of the future revenues
                     of the Purchaser in the form annexed hereto as EXHIBIT D;

                (d)  A non-exclusive grant of the right to use any games created
                     by the GD in the form annexed  hereto as EXHIBIT E. If such
                     form is not hereto annexed,  the parties agree to negotiate
                     and settle same in good faith,  have reference to the terms
                     agreed  in the  Binding  Letter  of  Intent  preceding  the
                     creation and execution of this Agreement.

         2.2.   With respect to the collection of accounts  receivables or other
                adjustments due  and owing to the  Purchaser or the Seller after
                the effective Date:

                (a)  To the  extent  any  client  incorrectly  pays  either  the
                     Purchaser or Seller  funds due to the other,  the Party who
                     received funds belonging to the other shall promptly notify
                     and pay the other  Party all  funds due to it  without  the
                     necessity of additional demand.

                (b)  Each Party agrees to assist the other in the  collection of
                     accounts  receivable  or other  adjustments  to the  extent
                     requested by the other Party.

                (c)  To the extent that the Seller has paid certain prepaid fees
                     related  to the GD,  the  Parties  agree to adjust for said
                     prepayments or expenses at or before Closing.

                (d)  The  Parties  acknowledge  that  there  are  certain  sales
                     pending from distribution agreements with Tira Wireless but
                     not accounted  for.  Purchaser  agrees to be responsible to
                     pay over any and all commissions or sales revenue earned up
                     to the effective date to the Seller.

3.       NO ASSUMPTION OF LIABILITIES BY PURCHASER:

         3.1.   Except for  those  liabilities  (the "ASSUMED  LIABILITIES") set
                forth on SCHEDULE 2.1, Purchaser shall not assume, or in any way
                become  liable for, any debts,  obligations  or  liabilities  of
                Seller, whether accrued,  absolute,  contingent or otherwise, or
                whether  due or to become due, or  otherwise,  whether  known or
                unknown,  arising  out of events,  transactions  or facts  which
                shall have occurred, arisen or existed on, prior to or after the
                Effective Date, which  liabilities and  obligations,  if ever in
                existence,  shall continue to be liabilities  and obligations of
                Seller  except to the extent  such  liabilities  are a result of
                acts of the Purchaser.

         3.2.   Without  limiting the generality of the  foregoing,  the Assumed
                Liabilities  shall  exclude,  and Purchaser  shall not be liable
                for:

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                (a)  any and all  liabilities or obligations in respect of taxes
                     which are imposed,  levied, assessed or payable by, against
                     or attributable to Seller;

                (b)  any and all liabilities or obligations of Seller in respect
                     of civil and criminal fines, penalties and punitive damages
                     (including, without limitation, fines and penalties imposed
                     in  respect  of  withholding,   income,   sales,   payroll,
                     franchise  and other  taxes)  arising out of or relating to
                     events  occurring or actions taken by Seller on or prior to
                     the  effective  date except to the extent such  liabilities
                     are a result of acts of the Purchaser or its officers;

                (c)  any and all  liabilities or obligations  associated with or
                     relating  to any  assets  not  specifically  set  forth  in
                     Section 1.1, occurring before the effective date;

                (d)  any and all  liabilities or obligations  relating to claims
                     made by  employees  or former  employees,  excluding  those
                     employees  included in Schedule 1.2, of Seller occurring on
                     or  before   the   effective   date,   including,   without
                     limitation,  any  liabilities  or  obligations  relating to
                     claims made by employees or former  employees of Seller for
                     workers'   compensation,   employer's  liability,   or  the
                     termination or resignation of employment.

         All liabilities retained by Seller under this Section 3 are referred to
         herein collectively as the "RETAINED LIABILITIES."

4.       SIGNING AND EFFECTIVE DATE:

         4.1.   The effective  date for the  transactions  contemplated  by this
                Agreement  (the  "EFFECTIVE  DATE") shall take place on February
                29,  2004 at the  offices of Seller or such other time and place
                as may be mutually approved by the parties.

         4.2.   At the effective  date the Seller and the Vendor shall  exchange
                and deliver the following:

                (a)  The  Purchaser  shall deliver to the Seller a report on the
                     status of all game  development  and a listing  of all code
                     files contained on the servers or on the personal computers
                     of  the  GD  staff  for  which  it  claims  to be  assuming
                     ownership;

                (b)  The  Seller  shall  deliver  to  the  Purchaser  a  General
                     Conveyance   conveying  title  to  the  tangible   personal
                     property  listed in Section 1.1, in the form annexed hereto
                     as EXHIBIT F;

                (c)  A certified  copy of  resolutions  by the Seller's Board of
                     Directors   authorizing   the   execution,   delivery   and
                     performance  by  the  Seller  of  this  Agreement  and  the
                     consummation of the sale contemplated hereby;

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                (d)  An Indemnity in favor of Brian MacDonald and Peter Hamilton
                     in respect of the certain of the leases  listed in SCHEDULE
                     1.6 in the form annexed hereto as EXHIBIT G;

                (e)  A  Non-Competition  Agreement in the form annexed hereto as
                     EXHIBIT H; and

                (f)  A "bring  down"  certificate  with  respect  to  accounting
                     adjustments  and  all  other  matters   pertaining  to  the
                     transactions  contemplated  in this Agreement by Seller and
                     Purchaser that all representations are true and accurate as
                     of the Closing Date.

5.       SELLER'S REPRESENTATIONS AND WARRANTIES:

         The Seller represents and warrants to Purchaser as follows:

         5.1.   The Seller is a corporation duly organized, validly existing and
                in good standing under and by virtue of the laws of the State of
                Nevada.

         5.2.   The  Seller  will  prior to  closing  obtain  a waiver  from any
                secured  party that may appear to have an interest in the assets
                listed in  Section  1.1 and will  convey to  Purchaser  good and
                marketable  title to all of the assets described in Section 1.1,
                subject  to  no  mortgage,   pledge,   lien,   conditional  sale
                agreement, encumbrance, or charge.

         5.3.   The  execution  and delivery of this  Agreement to the Purchaser
                and the sale contemplated hereby has been duly authorized by all
                necessary corporate action on the part of the Seller.

         5.4.   Neither the  execution and delivery of this  Agreement,  nor the
                consummation of the sale contemplated hereby will conflict with,
                or result in a material breach of, any of the terms, conditions,
                or  provisions  of  any  law  or any  regulation,  order,  writ,
                injunction,   or   decree   of   any   court   or   governmental
                instrumentality,  or of the corporate  charter or by-laws of the
                Seller or of any  agreement,  whether  written or oral, or other
                instrument  to  which  the  Seller  is a party or by which it is
                bound,  or constitute  (with the giving of notice of the passage
                of time or both) a default thereunder,  or result in any lien or
                encumbrance  on any of the Seller's  assets to be transferred to
                the Purchaser pursuant hereto.

         5.5.   The  contracts  listed  in  SCHEDULE  1.1 are "as is" and  there
                exists to the best of Seller's  knowledge and belief no material
                breach or default by either party with respect to same. That the
                copies of those contracts  previously delivered to Purchaser are
                accurate and complete and there exist no  amendments  which were
                not previously disclosed.  That Seller is not presently aware of
                any past  deficiencies in its performance of services under such
                contracts  that  might  adversely  affect  the  continuation  of
                supplying services under such contracts.

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         5.6.   There are no contracts,  agreements or arrangements,  written or
                oral,  relating  to the  conduct  of the  business  of the GD of
                Seller  relating  to the  assets to be sold  hereunder  to which
                Seller  is a party or is bound for which  Purchaser  would  have
                responsibility except as may be referred to in this Agreement or
                any Schedule or Exhibit annexed hereto.

         5.7.   To the best of  Seller's  knowledge  and  belief,  there  are no
                claims  or  threatened  claims,  no  litigation  related  to the
                contracts listed in SCHEDULE  1.1(A),  or the other assets being
                sold hereunder.

         5.8.   That     "Recessgames.com",     "Silverbirchstudios.com"     and
                "BladeOfZorro.com"  are the only  names  Seller  has used in the
                operation of its business to be sold hereunder.

         5.9.   That Seller has  conducted  its GD business in a legal manner at
                all  times  and has and  maintains  all  licenses,  permits  and
                approvals  necessary to the conduct of the  business  except for
                those which would not  materially  affect the  business.  Seller
                will  continue to operate the  business in this manner until the
                effective date.

         5.10.  There  have  been no past  proceedings  or any  proceedings  now
                pending, nor to Seller's knowledge or belief, threatened against
                Seller  with  regard  to the  operation  of the  GD  before  the
                Internal Revenue Service, National Labor Relations Board, Nevada
                State  Dept.  of Labor,  State  Commission  on Human  Rights and
                Opportunities,  State  Department  of  Labor,  Equal  Employment
                Opportunity  Commission,  Ontario  Ministry  of Labour,  Ontario
                Human Rights Commission,  Ontario Labour Board, Ontario Workers'
                Compensation  Board, Canada Labour Relations Board, Canada Human
                Rights  Commission  or any other  local,  state,  provincial  or
                federal agencies having  jurisdiction  over employee rights with
                respect to hiring,  tenure,  or conditions of employment  within
                the statute of limitations period prior to the effective Date.

         5.11.  Seller has not made any  payment or given  anything  of value to
                any  person  with the reason or  understanding  that any part of
                such payment was to be used for any improper or illegal purpose;
                or any purpose  contrary to the policies or  procedures  of that
                person's employer.

         5.12.  The Seller has the sufficient  right,  title and interest in and
                to  all   intellectual   property,   know-how,   trade  secrets,
                specifications,    designs   and   other   proprietary    rights
                (collectively, the "INTELLECTUAL PROPERTY") necessary for use in
                the GD. To the Seller's knowledge, no person is infringing upon,
                nor has any person misappropriated any Intellectual Property.

         5.13.  All  representations and warranties by Seller are true, complete
                and  accurate  in all  material  respects as of the date of this
                Agreement and will remain so as of the effective date and do not
                contain  and  will  not  contain  any  untrue  statement  of any
                material  fact,  or omit to state a material  fact  necessary in
                order to make all of such  representations  and  warranties  not
                materially  misleading  as of this date and as of the  effective
                Date.

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6.       PURCHASER'S REPRESENTATIONS AND WARRANTIES:

         The Purchaser represents and warrants to the Seller as follows:

         6.1.   Purchaser is a corporation duly organized,  validly existing and
                in good standing under the laws of the Province of Ontario.

         6.2.   The execution  and delivery of this  Agreement to the Seller and
                the sale  contemplated  hereby has been duly  authorized  by all
                necessary corporate action on the part of the Purchaser.

         6.3.   Neither the  execution and delivery of this  Agreement,  nor the
                consummation of the sale contemplated hereby will conflict with,
                or result in a material breach of, any of the terms, conditions,
                or  provisions  of  any  law  or any  regulation,  order,  writ,
                injunction,   or   decree   of   any   court   or   governmental
                instrumentality,  or of the corporate  charter or by-laws of the
                Purchaser or of any agreement, whether written or oral, or other
                instrument  to which the  Purchaser is a party or by which it is
                bound,  or constitute  (with the giving of notice of the passage
                of time or both) a default hereunder.

         6.4.   Purchaser   has  funds   available  to  close  the   transaction
                contemplated by this Agreement.

         6.5.   There is no litigation  pending or threatened  that would affect
                Purchaser's ability to constitute the transactions  contemplated
                by this  Agreement.  The Purchaser or any officer or employee of
                the  Purchaser  warrants  that it does not and will not infringe
                upon, nor misappropriate any Intellectual  Property belonging to
                the Seller,  including  both the excluded  assets and the assets
                included in SCHEDULE  1.1 prior to the  promissory  note and all
                other amounts owing to the Seller have been paid in full.

7.       ACCESS AND INFORMATION:

         From  and  after  the  Closing  Date,  and for a period  of four  years
         thereafter,

         7.1.   The Seller shall have the right,  from time to time upon written
                request to the  Purchaser,  to inspect  all books and  financial
                records  of the  Purchaser  and,  in the event of an IRS or CCRA
                audit, any books and records  included in the Purchased  Assets,
                including the right to make copies thereof.

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8.       Indemnification  in respect of the  management of the GD by SilverBirch
         Studios  Inc.  between  the  Effective  Date and the  Closing  Date (if
         closing documents not signed effective February 29 2004).

         Purchaser  and Seller agree that the sale of the GD to the Purchaser is
         irrevocable as at the effective date and any accommodation  extended to
         the Purchaser or the Vendor is for convenience only.

         8.1.   Subject to the limitations hereinafter described,  the Purchaser
                agrees to indemnify,  exonerate,  defend and save the Seller and
                its    officers,    directors,    employees,    investors    and
                representatives (collectively,  the "SELLER" for the purposes of
                this Section 8) harmless  from,  against,  for and in respect of
                the  full  amounts  of any and  all  damages,  losses,  demands,
                obligations,  tax, interest,  penalty,  suit,  judgment,  order,
                lien,  liabilities,  debts, claims,  actions,  causes of action,
                encumbrances,  costs and expenses (collectively,  the "LOSSES"),
                whether administrative, judicial or otherwise, of every kind and
                nature,  including,  without limitation,  reasonable attorneys',
                consultants',  accountants'  and expert witness fees,  suffered,
                sustained, incurred or required to be paid at any time after the
                Effective  Date  by the  Seller  based  upon,  arising  out  of,
                resulting from or because of:

                (a)  a breach of any  obligations  of the Purchaser  incurred in
                     connection   with  the  making  and   performance  of  this
                     Agreement,  including in the absence of a waiver of default
                     or breach by the Seller,  the failure to buy the  Purchased
                     Assets pursuant to Section 1.1 hereof;

                (b)  the  untruth,  inaccuracy,   violation  or  breach  of  any
                     representation,   warranty,   agreement,   undertaking   or
                     covenant of Purchaser contained in or made pursuant to this
                     Agreement;

                (c)  any claims made against or expense  incurred by Seller with
                     respect to the  conditions  or operations of the GD made by
                     regulatory or administrative  agencies having  jurisdiction
                     over the Seller resulting from violations of local,  state,
                     provincial or federal laws or  regulations  by Purchaser or
                     any of their respective agents,  servants or employees,  or
                     resulting from a failure to collect or remit state or local
                     taxes following the effective date;

                (d)  all  reasonable  costs  and  expenses  (including,  without
                     limitation,   reasonable  attorneys'  fees,  interest,  and
                     penalties)  incurred by the Seller in  connection  with any
                     action, suit,  proceeding,  demand,  assessment or judgment
                     incident to any of the matters indemnified against; and

         8.2.   Purchasers  obligations to indemnify  pursuant to this Section 8
                (and the  representations and warranties set forth herein) shall
                be for a period of six (6) years following the effective date or
                until such time as two years after the collection of the royalty
                right in the form annexed hereto as EXHIBIT D.

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         8.3.   Subject to the limitations hereinafter described,  the Purchaser
                agrees to indemnify,  exonerate,  defend and save the Seller and
                its and/or their officers, directors,  employees,  investors and
                representatives (collectively,  the "SELLER" for the purposes of
                this Section 8 harmless from, against, for and in respect of the
                full   amounts  of  any  and  all  damages,   losses,   demands,
                obligations,  tax, interest,  penalty,  suit,  judgment,  order,
                lien,  liabilities,  debts, claims,  actions,  causes of action,
                encumbrances,   costs  and  expenses,   whether  administrative,
                judicial  or  otherwise,  of every kind and  nature,  including,
                without   limitation,   reasonable   attorneys',   consultants',
                accountants'  and  expert  witness  fees,  suffered,  sustained,
                incurred or required to be paid at any time after the  Effective
                Date by the Seller based upon, arising out of, resulting from or
                because of:

                (a)  a breach of any  obligations  of the Purchaser  incurred in
                     connection   with  the  making  and   performance  of  this
                     Agreement  including  the failure to pay the  consideration
                     referenced in Section 2.1 in a timely manner;

                (b)  the  untruth,  inaccuracy,   violation  or  breach  of  any
                     representation,   warranty,   agreement,   undertaking   or
                     covenant of Purchaser contained in or made pursuant to this
                     Agreement;

                (c)  any claims made against or expense  incurred by Seller with
                     respect to the  conditions  or  operations of the Purchaser
                     made  by  regulatory  or  administrative   agencies  having
                     jurisdiction  over the Purchaser  resulting from violations
                     of local, state,  provincial or federal laws or regulations
                     by Purchaser or any of their respective agents, servants or
                     employees,  or resulting from a failure to collect or remit
                     state,  provincial,  federal or local taxes,  arising after
                     the effective date;

                (d)  all  reasonable  costs  and  expenses  (including,  without
                     limitation,   reasonable  attorneys'  fees,  interest,  and
                     penalties)  incurred by the Seller in  connection  with any
                     action, suit,  proceeding,  demand,  assessment or judgment
                     incident to any of the matters indemnified against; and

                (e)  any  claims  made  against or  expense  incurred  by Seller
                     related to the employment of any of the employees of the GD
                     named in SCHEDULE  1.2 annexed  hereto  accruing  after the
                     effective date and/or claims for  termination of employment
                     of Kevin  Birch or the said  employees  from  Seller  which
                     result from this transaction,  or the failure to consummate
                     this  transaction  as a result  of  Purchaser's  breach  or
                     default.

                (f)  any claims made by any Customer against Seller for products
                     delivered or failure to honor any contract  occurring after
                     the effective date.

         8.4.   Notwithstanding  any other  provision  of this  Agreement to the
                contrary,  each  party's  liability to the other to indemnify or
                pay any monies  under this Section 8 shall not exceed the amount
                of Two Million U.S. Dollars ($2,000,000.00 USD).

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         8.5.   Each party agrees to give the other prompt written notice of any
                claims  subject  or  allegedly   subject  to  their   respective
                indemnification  obligations.  The indemnifying party shall have
                the  right  but not the  obligation,  exercisable  upon  written
                notice  to the  notifying  party  within  ten  (10)  days of its
                receipt  of the  initial  notice,  to defend any such claim with
                counsel  of  its  own  choosing  (reasonably  acceptable  to the
                indemnified   party)  and  to  settle  the  matter  in  its  own
                discretion  provided  such  settlement  does  not,  without  the
                indemnified  party's  written  consent,  inhibit or prohibit the
                ongoing  business or professional  reputation of the indemnified
                party.


         INDEMNIFICATION BY VENDOR:

         8.6.   If  the   transactions   contemplated   by  this  Agreement  are
                consummated,  the  Vendor  agrees  to  indemnify  and  hold  the
                Purchaser  harmless against and in respect of any loss,  damage,
                claim,  cost  or  expense  whatsoever,  including  any  and  all
                incremental out-of-pocket costs, including,  without limitation,
                all reasonable  legal and accounting  fees,  which the Purchaser
                may incur,  suffer or be required to pay, pursuant to any claim,
                demand, action, suit, litigation, charge, complaint, prosecution
                or other proceeding  (collectively,  a "Claim") that may be made
                or asserted against or affect the Purchaser,  provided, however,
                that the subject  matter of any such Claim  relates to or arises
                out of or in connection with the following matters:

                (a)  any misrepresentation or breach of any warranty, agreement,
                     covenant  or  obligation  of the Vendor  contained  in this
                     Agreement or in any  agreement,  schedule,  certificate  or
                     other document  required to be entered into or delivered by
                     the Purchaser;

                (b)  any bulk sales or similar legislation concerning creditors'
                     rights;

                (c)  failure  by  the  Vendor  to  comply  with  its  agreements
                     provided for herein;

                (d)  any and all  liability of any nature  whatsoever  under any
                     Worker's  Compensation or similar legislation or regulation
                     in any  jurisdiction  for the period prior to the effective
                     date,   including  any   experience   rating   assessments,
                     surcharges  or levies  based on or related to the  Vendor's
                     record or history of workplace injuries;

                (e)  the Excluded Assets;

                The  obligation  of the Vendor to indemnify the Purchaser as set
                forth in this Section 8.6 for any loss,  damage,  claim, cost or
                expense shall be subject to the limitation period referred to in
                Section 8.2 above.


                                       10
<PAGE>

9.       OTHER COVENANTS:

         9.1.   Until the closing date,  Vendor and Purchaser  shall conduct the
                GD  business in the  ordinary  course and in the same or similar
                manner as heretofore  conducted and shall maintain its books and
                records in the same manner as  heretofore  maintained;  maintain
                and  utilize   reasonable   efforts  to  preserve  its  business
                organization  and  relationships  with employees,  customers and
                suppliers having business  relationships  with them, so that the
                GD business will be unimpaired  following the effective date and
                until closing; each notify the other of any material problems or
                developments  with  respect to any events or  occurrences  which
                would constitute a breach of warranty or representation, or make
                any warranty or representation  untrue or misleading or a breach
                or violation of any covenant  hereunder;  maintain its insurance
                coverages  in full force and  effect;  perform  in all  material
                respects its  contractual  obligations  and  commitments and not
                take action to terminate  same;  retain the  businesses  current
                employees so that they will remain  employable after the closing
                date if same is delayed in any way. However, Seller shall not be
                responsible for any negative consequences  resulting in whole or
                in part from  Purchaser's  negotiations  or  communication  with
                Seller's GD employees that the Parties contemplate  transferring
                to Purchaser's employment or customers contacted for assignments
                or novations.

         9.2.   Seller and  Purchaser  shall each  utilize  its best  efforts to
                secure any assignments and novations for the contracts listed in
                SCHEDULE 1.1(A) and shall  coordinate  their efforts in a manner
                most  likely to assure  the  continuation  of  business  with or
                without written assignment or novations.

         9.3.   Seller  agrees to work with  Purchaser to secure the  employment
                agreements  for Current  Employees  and to  coordinate  all such
                efforts  with  it  so  as  to  assure  the  execution  of  those
                agreements.  Seller covenants that it will cause its shares held
                by any  employee  to be  assumed  by  the  Purchaser  to  become
                unrestricted  as soon as  practicable  or as soon as the  Vendor
                files its next SB2 filing following closing of this transaction,
                whichever  may  first  occur.   The  Vendor  shall  deliver  all
                certificates  pertaining to these shares to the parties entitled
                thereto at  closing.  The shares  that to the  knowledge  of the
                Purchaser  are still  outstanding  with respect to this covenant
                are as follows:

                   Kevin Birch:        6,642,329
                   Graham Lowman:        500,000
                   Fredrick Wahrman      500,000
                   Steven Ariss          100,000
                   Jason Azevedo          50,000

         9.4.   After  the  effective  date  the  Purchaser  shall  use its best
                efforts to conduct the  Business in such away as to maximize the
                gross  revenues  of  the  Business  and to  dedicate  sufficient
                resources  to assure its  continuation  for a period of at least
                four (4) years from the date of effective  date. In  furtherance
                of this covenant the Purchaser agrees to the following:

                                       11
<PAGE>

                     a.    run the business as a going concern;

                     b.    not to postpone or delay product delivery and sales;

                     c.    not to sell or transfer  the assets of the  Business;
                           and

                     d.    not to declare voluntary  bankruptcy or an assignment
                           for the benefit of creditors.

                     e.    to  provide  regular  financial  reports on sales and
                           status of the business as requested from time to time
                           during  the  four  (4)  year  period   following  the
                           effective  date,   however  no  later  than  30  days
                           following each calendar quarter end

10.      EMPLOYEES:

         10.1.  Purchaser  will offer  employment  to all Current  Employees  on
                substantially  equal terms to those with Seller's GD. All of the
                offered employment  agreements will contain provisions releasing
                the Seller from any claims for termination related  compensation
                or benefits. However, said Current Employees' failure to perform
                in accordance with such employment terms shall not be considered
                a breach or a failure to perform by Seller.

11.      CONDITIONS PRECEDENT TO THE CLOSING OF THE TRANSACTION:

         11.1.  Conditions to the Obligations of the Purchaser.

                (a)  the  representations and warranties of the Seller contained
                     in Section 5 of this Agreement shall be true and correct in
                     all  material  respects  as of the date of  closing of this
                     Agreement, except those representations and warranties that
                     speak as of a specific  date or time,  which  shall be true
                     and correct as of such date or time;

                (b)  the GD shall have  performed  and  complied in all respects
                     with  the  agreements  and  obligations  contained  in this
                     Agreement  required to be performed and complied with until
                     the effective date;

         11.2. The Seller shall have delivered to the Purchaser:

                (a)  copies  of  the  Seller's   resolutions  of  its  Board  of
                     Directors  authorizing and approving this Agreement and all
                     of the transactions and agreements  contemplated hereby and
                     thereby;

                (b)  a General Conveyance for the acquired assets of GD; and

                (c)  all   ancillary   documents   required   pursuant  to  this
                     Agreement.

         11.3.  Conditions to the Obligations of the Seller.

                                       12
<PAGE>

         The  obligations  of the  Seller  to close  this  transaction  shall be
         subject to the  fulfillment  at or before the Closing of the  following
         conditions, any one or more of which may be waived by the Seller.

                (a)  the   representations   and  warranties  of  the  Purchaser
                     contained  in this  Agreement  shall be true and correct in
                     all material respects (except that where any statement in a
                     representation or warranty expressly includes a standard of
                     materiality,  such statement shall be true in all respects)
                     as  of  the   date  of   this   Agreement,   except   those
                     representations  and warranties that speak as of a specific
                     date or time,  which  shall be true and  correct as of such
                     date or time;

         11.4.     The Purchaser shall have delivered to the Seller:

                (a)  a  Certificate   of  a  senior  officer  of  the  Purchaser
                     containing  a true and  complete  copy of the  Articles  of
                     Incorporation of the Purchaser and all amendments  thereto,
                     together  with  a  Certificate  of  Status  certifying  the
                     current  existence of the Purchaser  issued by the Province
                     of Ontario;

                (b)  copies of each of the Purchaser's  resolutions of its Board
                     of Directors  authorizing  and approving this Agreement and
                     all of the transactions and agreements  contemplated hereby
                     and thereby;

                (c)  the  names of the  officer  or  officers  of the  Purchaser
                     authorized to execute this Agreement;

                (d)  the original promissory note in the form attached hereto as
                     EXHIBIT A; and

                (e)  all   ancillary   documents   required   pursuant  to  this
                     Agreement.

12.      NO BROKERS:

         12.1.  The  parties  hereto  represent  and  warrant to each other that
                there are no claims for brokerage  commissions  or finders' fees
                in connection with the transactions contemplated hereby.

13.      FEES AND EXPENSES:

         13.1.  Except as herein otherwise provided,  each of the parties hereto
                shall  pay  its own  legal  and  accounting  charges  and  other
                expenses  incident to the  execution of this  Agreement  and the
                consummation of the transactions contemplated hereby.

14.      NOTICES:

         14.1.  All  notices  and  other  communications  hereunder  shall be in
                writing and shall be deemed to have been duly given if delivered
                in person, by telecopy or mailed by first class, certified mail,
                postage prepaid or by an expedited mail carrier and addressed to


                                       13
<PAGE>

                the addresses of the parties  first  above  written and to their
                respective counsel and advisors at the following addresses:

                IF TO SELLER'S COUNSEL AND ADVISORS:

                Clay Parker, Esq.
                Kirkpatrick & Lockhart LLP
                201 South Biscayne Boulevard, Suite 2000
                Miami, FL 33131

                IF TO PURCHASER'S COUNSEL:

                David Fram
                Fram Professional Corporation
                701 Evans Ave., Suite 901
                Toronto, Ontario, Canada
                M9C 5E9

15.      MISCELLANEOUS:

         15.1.  This  Agreement  may be executed  simultaneously  in two or more
                counterparts, each of which shall be deemed an original, but all
                of which together shall  constitute one and the same instrument.
                All covenants and agreements  made by or on behalf of any of the
                parties hereto shall be binding upon and inure to the benefit of
                their  respective  successors  and  assigns,   unless  otherwise
                specifically set forth herein.  The terms and provisions of this
                Agreement  may not be  modified  or  amended,  except in writing
                signed by all parties hereto. No representations, warranties, or
                covenants,  express or  implied,  have been made by any party to
                this  Agreement in connection  with the subject  matter  hereof,
                except as expressly set forth in this Agreement and the Exhibits
                hereto.  The headings in this Agreement are for the  convenience
                of reference  only and shall not limit or  otherwise  affect the
                meaning hereof.

         15.2.  No terms and provisions hereof,  including,  without limitation,
                the terms and provisions  contained in this  sentence,  shall be
                waived,  modified  or  altered  so as to impose  any  additional
                obligations  or  liability  or  grant  any  additional  right or
                remedy, and no custom,  payment,  act,  knowledge,  extension of
                time, favor or indulgence,  gratuitous or otherwise, or words or
                silence at any time,  shall impose any additional  obligation or
                liability or grant any additional right or remedy or be deemed a
                waiver or release of any obligation,  liability, right or remedy
                except as set forth in a written  instrument  properly  executed
                and  delivered  by the  party  sought to be  charged,  expressly
                stating  that it is, and the extent to which it is,  intended to
                be so effective. No assent, express or implied, by either party,
                or waiver by either  party,  to or of any  breach of any term or
                provision  of this  Agreement  or of the  Exhibits or  Schedules
                shall be  deemed  to be an assent or waiver to or of such or any
                succeeding  breach  of  the  same  or any  other  such  term  or
                provision.

                                       14
<PAGE>

         15.3.  The captions of this Agreement are for convenience and reference
                only, and in no way define, describe,  extend or limit the scope
                or  intent of this  Agreement  or the  intent of any  provisions
                hereof.

         15.4.  This Agreement, including all Exhibits and the Schedules hereto,
                supersedes  any  and all  other  agreements,  oral  or  written,
                between the parties  hereto with  respect to the subject  matter
                hereof  (including  the Letter of Intent  between  Purchaser and
                Seller),  and contains the entire agreement between such parties
                with respect to the transaction contemplated hereby.

         15.5.  No amendment of any provision of this  Agreement  shall be valid
                unless  the same is in  writing  and  signed  by  Purchaser  and
                Seller.

         15.6.  No  waiver  by any party of any  default,  misrepresentation  or
                breach of warranty or covenant  shall be deemed to extend to any
                prior or  subsequent  default,  misrepresentation  or  breach of
                warranty or covenant.

         15.7.  This Agreement shall be binding upon and inure to the benefit of
                the parties  hereto and may not be assigned by any party  hereto
                without the prior written  consent of the other parties  hereto.
                Nothing  expressed  or  referred  to in this  Agreement  will be
                construed  to give any  person  other  than the  parties to this
                Agreement any legal or equitable right,  remedy,  or claim under
                or with  respect  to this  Agreement  or any  provision  of this
                Agreement.

         15.8.  The Parties will each bear their own fees and expenses  incurred
                in connection with the  negotiations,  preparation and execution
                of this Agreement.

         15.9.  This Agreement  shall be governed by and construed in accordance
                with the laws of the Province of Ontario and any action  brought
                to enforce  the  Agreement  or for its  breach  shall be brought
                within  the  exclusive  jurisdiction  of the  Courts  within the
                Province of Ontario.

         15.10. The Exhibits and  Schedules  identified  in this  Agreement  are
                incorporated herein by reference and made a part hereof.

         15.11. The parties have  participated  jointly in the  negotiation  and
                drafting  of  this  Agreement.  In the  event  an  ambiguity  or
                question  of intent or  interpretation  arises,  this  Agreement
                shall be constitute as if drafted  jointly by the parties and no
                presumption   or  burden  of  proof  shall  arise   favoring  or
                disfavoring  any party by virtue of the  authority of any of the
                provisions of this Agreement.

         15.12. This  Agreement  may be executed in any number of  counterparts,
                each of which  shall be deemed to be an  original as against any
                party whose signature  appears  thereon,  and all of which shall
                together constitute one and the same instrument.  This Agreement
                shall  become  binding  when  one or more  counterparts  hereof,
                individually or taken together, shall bear the signatures of all
                of  the  parties  reflected  hereon  as  the  signatories.   Any
                photocopy of this Agreement,  with all signatures  reproduced on

                                       15
<PAGE>

                one or more sets of signature pages, shall be considered for all
                purposes  as  if  it  were  an  executed   counterpart  of  this
                Agreement.

16.      FACSIMILES:

         Facsimile signatures shall be acceptable to bind the respective parties
         to the terms of this Agreement.

17.      EFFECT OF CLOSING:

         17.1.  The terms of this Agreement  shall survive the Closing and shall
                not become merged therein.

         17.2.  This Agreement, together with any Exhibits hereto, and any other
                documents to be executed pursuant hereto,  constitute the entire
                agreement between the parties with respect to the subject matter
                hereof and supersedes all prior  agreements and  understandings,
                if any, written or oral, between the parties.

18.      TERMINATION:

         18.1.  Anything to the contrary  herein or  elsewhere  notwithstanding,
                this  Agreement  and  any  agreement  ancillary  hereto  may  be
                terminated and the transactions contemplated hereby abandoned at
                any time prior to or at Closing by:

                (a)  mutual consent of the Parties;

                (b)  the Seller,  if any of the  conditions  to Closing that are
                     the  obligations  of Purchaser  have not been met and shall
                     not have been waived by the Seller as of the Closing  Date,
                     and at such time the  Seller is not in  material  breach or
                     default of its obligations contained in this Agreement; or

                (c)  the Purchaser, if any of the conditions to Closing that are
                     the  obligations  of Seller have not been met and shall not
                     have been waived by the Seller as of the Closing Date,  and
                     at such time the  Purchaser  is not in  material  breach or
                     default of its obligations contained in this Agreement.

         18.2.  If this Agreement is terminated in accordance  with Section 18.1
                then all rights and  obligations of the Parties  hereunder shall
                terminate and be of no further  force and effect;  PROVIDED THAT
                no such termination shall relieve any party of liability for any
                breach of its  obligations  under  this  Agreement  or any prior
                agreement between the Parties.

         18.3.  Prior  to any  party  terminating  this  Agreement  pursuant  to
                Section 18.1 above,  the breaching party shall have the right to
                cure any  breach  or  default  within  fifteen  (15) days of its
                deemed receipt of notice of such breach or default.

                                       16
<PAGE>

19.      PUBLIC ANNOUNCEMENT:

         The Purchaser recognizes and agrees that the Seller is a public company
         and that  the  Seller  and the  Purchaser  will  not  make  any  public
         announcement  concerning this Agreement or the negotiations and to keep
         same confidential  unless given written  permission from the Seller and
         the  Purchaser  to make any  announcement  or  otherwise  disclose  the
         information.   The  Seller   shall  have  the  right  to  announce  the
         transaction  contemplated  hereby and/or the  negotiations  between the
         parties  upon  notice to and with the consent of the  Purchaser  to the
         extent the announcement is required by law, regulations or the rules of
         any public stock exchange on which Seller's stock is listed. The Seller
         will give the Purchaser prior notice of any announcement it believes is
         necessary or proper and the Purchaser  will not  unreasonably  withhold
         its consent.  The Seller in making any  announcement  will  incorporate
         within such announcement such information in such form as the Purchaser
         may reasonably require to ensure that the future needs of the Purchaser
         for public financing and other purposes are satisfied.

20.      ARBITRATION:

         Any and all disputes arising under or in connection with this Agreement
         shall be resolved by  submission  to final and binding  arbitration  in
         accordance with the then prevailing rules of JAMS. A single  arbitrator
         shall be chosen and the  proceedings  shall be  conducted  in  Toronto,
         Ontario.  In  addition,  the  arbitrator  shall  base  his  award  upon
         substantial  evidence  and in  accordance  with  Ontario law, and shall
         award  to  the  prevailing  party  all  of  its  reasonable  costs  and
         attorney's fees,  expert witness fees,  arbitration fees (including any
         fees paid by the prevailing party to the arbitrator), but shall have no
         power or jurisdiction to award any punitive or exemplary damages.

IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement as of
the date first above written.

                                              ACTIVECORE TECHNOLOGIES, INC.



                                              Per:__________________________
                                                  Authorized Signing Officer
                                                  (I have authority to bind the
                                                  Corporation)

                                              SILVERBIRCH STUDIOS INC.



                                              Per:__________________________
                                                  Authorized Signing Officer
                                                  (I have authority to bind the
                                                  Corporation)


                                       17
<PAGE>

SCHEDULE 1.1 - SCHEDULE OF CONTRACTS AND  AGREEMENTS FOR  DISTRIBUTION  OF GAMES
AND RING TONES TO BE TRANSFERRED OR ASSIGNED



Handango distribution contact

Tira Wireless Distribution contract

Chilmark distribution contract

Zorro Development Agreement

Strategic Objectives Marketing Agreement

Strategic Objectives PR Retainer


                                       18
<PAGE>

SCHEDULE 1.2 - SCHEDULE OF CURRENT EMPLOYEES


    1.       Kevin Birch
    2.       Steve Ariss
    3.       John Kelly
    4.       Jason Azevedo
    5.       Dave Morin
    6.       Yixiu Zhang
    7.       Lui Vargas
    8.       Camilo Cuesta
    9.       Frederick Wahrman
    10.      Brady Sheppard
    11.      Warren Heise
    12.      Graham Lowman
    13.      Sukmeet Singh




                                       19
<PAGE>

SCHEDULE 1.3:

LIST OF COMPUTER CODE AND INTELLECTUAL PROPERTY CONVEYED:

SOURCE CODE ASSETS:

drwxrwx---    3 kbirchsbs sbs        4096 Jan 26 15:10 animalsnap-nokia
drwxrwx---    3 kbirchsbs sbs        4096 Jan 26 11:28 covertsolitaire-nokia
drwxrwxr-x    3 ccuesta  sbs         4096 Jan 26 11:29 covertsolitaire-t720
drwxrwxrwx    3 root     cvs         4096 Jan 26 11:28 CVSROOT
drwxrwx---    3 kbirchsbs sbs        4096 Jan 26 11:30 elpresidente-nokia
drwxrwx---    3 ccuesta  sbs         4096 Jan 27 11:05 elpresidente-t720
drwxrwx---    7 root     ac          4096 Jan 16 12:27 emailservice
drwxrwx---    3 kbirchsbs sbs        4096 Jan 26 11:28 freecellblock-nokia
drwxrwx---    3 root     sbs         4096 Jan 26 11:28 imageviewer
drwxrwx---    3 root     sbs         4096 Jan 26 11:28 rainbow6
drwxrwx---    5 kbirchac ac          4096 Jan 14 22:31 rgflashservices
drwxrwx---    6 kbirchac ac          4096 Jan 16 11:24 rggameadmin
drwxrwx---    9 root     ac          4096 Jan 16 11:24 rggameservice
drwxrwx---    5 kbirchac ac          4096 Dec 27 19:21 rglookup
drwxrwx---    3 root     sbs         4096 Jan 26 11:28 rgslidingpuzzle
drwxrwx---    5 kbirchac ac          4096 Jan 23 17:58 rgtoneadmin
drwxrwx---    8 kbirchac ac          4096 Jan 16 11:24 rgtoneservice
drwxrwx---    6 root     ac          4096 Dec 27 19:32 sbswebsite
drwxrwx---    3 root     sbs         4096 Jan 26 11:28 skateandslam
drwxrwx---    7 root     ac          4096 Jan 23 17:31 smsservice
drwxrwx---    3 kbirchsbs sbs        4096 Jan 26 11:28 zorroep1-s60


RECESS GAMES ASSETS:

drwx------ 1 kbirch admin 16384 27 Jan 23:34 Carriers
drwx------ 1 kbirch admin 16384 25 Jan 18:53 Docs
drwx------ 1 kbirch admin  16384 9 Jan  16:48  Games
drwx------ 1 kbirch admin 16384 8 Jan 18:26 Raw
drwx------ 1 kbirch admin 16384 26 Jan 13:22 Render Farm
drwx------ 1 kbirch admin 16384 8 Jan 18:08  Temporary Items
drwx------ 1 kbirch admin 16384 8 Jan 18:07 Tools
drwx------ 1 kbirch admin  16384 29 Jan 17:30 deploy
drwx------ 1 kbirch admin 16384 8 Jan 18:39 deployemail_templates
drwx------ 1 kbirch admin 16384 8 Jan 18:07 web


RINGTONE ASSETS:

drwx------  1 kbirch  admin  16384  8 Jan 10:04 Documents



                                       20
<PAGE>

drwx------  1 kbirch  admin  16384  8 Jan 10:04 OtherAudio
drwx------  1 kbirch  admin  16384  8 Jan 10:04 Ringtones


SILVERBIRCH ASSETS:

drwx------  1 kbirch  admin   16384  8 Jan 19:14 Articles
drwx------  1 kbirch  admin   16384 29 Jan 16:37 Examples
drwx------  1 kbirch  admin   16384  8 Jan 18:59 GBA
drwx------  1 kbirch  admin   16384 26 Jan 17:05 Games
drwx------  1 kbirch  admin   16384  8 Jan 18:53 Mophun
drwx------  1 kbirch  admin   16384  8 Jan 18:53 Raw
drwx------  1 kbirch  admin   16384  8 Jan 18:48 Resources
drwx------  1 kbirch  admin   16384  8 Jan 18:48 Temporary Items
drwx------  1 kbirch  admin   16384  8 Jan 18:48 Tira
drwx------  1 kbirch  admin   16384 23 Jan 15:55 Tools
drwx------  1 kbirch  admin   16384  8 Jan 18:48 web
drwx------  1 kbirch  admin   16384  8 Jan 18:47 webbackup



                                       21
<PAGE>

SCHEDULE 1.4:

SCHEDULE OF TRADE NAMES OR DBA DESIGNATIONS TO BE TRANSFERRED OR PERMITTED TO BE
USED: US REGISTRATIONS IN NEVADA

Recess Games

SilverBirch Studios

www.recessgames.com
-------------------

www.silverbirchstudios.com
--------------------------

www.bladeofzorro.com
--------------------



                                       22
<PAGE>

<TABLE>
<CAPTION>
SCHEDULE 1.5:  LIST OF EQUIPMENT CONVEYED:

---------------------------------------------------------------------------------------------------
TYPE             MAKE        MODEL                     QUANTITY    USED BY:                        SERIAL:          NOTES:
---------------------------------------------------------------------------------------------------
<S>              <C>         <C>                          <C>      <C>                             <C>              <C>
MONITORS         Lacie       19" electron19blueIV         7        Steve,Warren,Jay,John
                 Dell        19"                          1        David
                             19"                          1        John
                             17"                          1        Testing Machine
                 Daewoo      19"                          1        Servers
                 NEC         LCD1765                      1        Kevin
                             LCD1712                      1        Kevin
                 Cicero      19"                          1        Graham
---------------------------------------------------------------------------------------------------
SERVERS          Dell        Dimension XPS B533r          1        Kuerten (server)
                             PowerEdge 2400               1        Roddick
                 Compaq      Deskpro EXD                  1        Graf (server)
                             Deskpro EPDP P500            1        Henin (server)
                                                                   Agassi, Rafter, Sampras
                 Custom      XP2800+, A7V                 3        (servers)
                 Macintosh   G4 Cube                      1        Cubeserv (server)
---------------------------------------------------------------------------------------------------
DEVELOPER PCS    Dell        Dimension X100               1        YiXui
                             Optiplex                     1        Testing Machine
                 Macintosh   G4                           2        Warren, Jay
                             G5                           2        Steve, John
                 Emachines   T2200                        1        David
                             T2341                        1        Kevin
                             H2341                        1        Graham
---------------------------------------------------------------------------------------------------
LAPTOPS          Macintosh   G4 Powerbook                 1        Kevin
                 Dell        17" Notebook                 1        Fredrik
---------------------------------------------------------------------------------------------------
PRINTERS         HP          LaserJet 3330                1
                             Stylus Photo 1280            1        Steve
---------------------------------------------------------------------------------------------------
NETWORKING
HARDWARE         3com        3300xm 24port switch         1
                 Cybex       Autoview 200                 1
                 Powerware   Prestige UPS                 2
                 APC         SurgeArrest powerbar         4
                             5-port hub
---------------------------------------------------------------------------------------------------
OTHER            Wacom       CTE630 (Graphite3            2        Warren, Jay
DEVELOPMENT                  tablet)
                             Perfection 1200u
                 Epson       G752A scanner                1        Jay
                 Toshiba     20AF43 Television            1        Kevin
---------------------------------------------------------------------------------------------------
CABLING                      Cybex KVM cables             6
                             All currently used
                             cat5
                             Powerbars                    3

---------------------------------------------------------------------------------------------------
MICE                                                      14
KEYBOARDS                                                 14
SPEAKER SETS                                              6
---------------------------------------------------------------------------------------------------
SOFTWARE         Macintosh   OS X 10 user licence         1
                 Macromedia  Studio MX                    1
                             Studio MX 2004 upgrade       1
                 Newtek      Lightwave 3D 7.5             1
                 Microsoft   Windows
                             Office
                 RedHat      RedHat Linux 9               1
---------------------------------------------------------------------------------------------------
</TABLE>

                                       23
<PAGE>


SCHEDULE 2.1 - ASSUMED LIABILITIES

SCHEDULE OF LIABILITIES RE: EQUIPMENT LEASES

Lease Number 2199045 - National Leasing

Lease commencement date Feb 1 2003
36 months - periodic rent 398.89 plus PST.  Remaining  payments 24 X 398.89 plus
pst -  (430.80) - Lease is for 1 Apple  power Mac G4 - 2 monitors - adc  powerec
converter 1 power book G$ - 1 stylus - 256 memory.

RELEASE REQUIRED ON PERSONAL  GUARANTEE  OBLIGATIONS OF PETER HAMILTON AND BRIAN
MACDONALD


Lease number 50177-34921 - MTC Leasing

Lease commencement date February 1, 2003 - 36 months - 487. plus taxes Remaining
payments 24 x 487 plus taxes (525.96) - 1 apple power Mac G4 1 512 mb memory - 2
electron 19" displays, 1 ADC to VGA converter, 1 studio MX mac, 1 256 mb memory,
1 SS3 Switch 3300 xm, 1 msdn Universal 7.0 eng, 1 HP laserjet 3330 mfg, 1 hp jet
direct 310x external print server.

REQUIRE RELEASE FOR PERSONAL GUARANTEE OBLIGATIONS FOR BRIAN MACDONALD AND PETER
HAMILTON.


ITEMIZATION  OF ACCRUED  PAYROLL AND VACATION PAY  LIABILITIES  TO BE ASSUMED BY
--------------------------------------------------------------------------------

PURCHASER


Kevin  Birch - None
Steve  Ariss - accrued  vacation  pay
John  Kelly - accrued  vacation pay
Jason Azevedo-  accrued  vacation pay
Dave Morin - accrued vacation pay
Yixiu Zhang- accrued  vacation pay
Lui Vargas - accrued  vacation pay
Camilo Cuesta - none
Frederick  Wahrman - none
Brady  Sheppard - accrued  vacation pay
Warren Heise - accrued vacation pay
Graham Lowman - accrued vacation pay


                                       24
<PAGE>

EXHIBIT A:
----------



                                 PROMISSORY NOTE
                                 ---------------


         FOR VALUE  RECEIVED,  the  undersigned,  SilverBirch  Studios  Inc., an
Ontario  Incorporation  with  offices  located at Suite 103,  703 Evans  Avenue,
Toronto,  Ontario, M9C 5E9 ("Debtor"),  unconditionally  promises to pay without
right to setoff  to the  order of IVP  Technology  Corporation,  ("Holder"),  an
Nevada  Corporation,  with offices located at Nevada 6121 Lakeside Drive,  Suite
260,  Reno Nevada,  89511,  or at such other  address as Holder may from time to
time  designate,  the  principal  sum of One  Million  (Canadian  $1,000,000.00)
Dollars on or before March 31, 2005.

         This  Promissory  Note shall be payable in installments of CAD $100,000
per month with the first  payment  due on March 31, 2005 and  thereafter  on the
last  day of each  next  ensuing  month  until  paid in  full.  The  outstanding
principal of this  Promissory  Note will bear interest at the rate of Twelve Per
Cent (12%) per annum,  computed on a simple  interest  basis.  Accrued  interest
shall be paid on a monthly basis commencing on March 31, 2004, and thereafter on
the last day of each next  ensuing  month.  If payments of interest or principal
are not  received as required a penalty  for late  payment  shall be incurred as
provided following:

         Penalties for late payment of interest:  If an interest  payment is not
made on the due date for such  payment of  interest  then a penalty fee equal to
20% of the interest  payment shall be added to the interest  payment due and the
combined  interest  payment and the penalty fee shall be added to the  principal
outstanding for the calculation of the interest due for the next payment.

         Penalty for late payment of principal:  If a principal repayment is not
made  on  the  scheduled  payment  date  the  interest  rate  applicable  to the
outstanding  principal balance of this Promissory Note plus any accrued interest
shall be  increased  to Eighteen Per Cent (18%) per annum until such time as the
payments of  principal  and  interest  are  brought up to date as  provided  for
herein, provided that once all such payments are brought up to date the interest
rate shall revert to the original Twelve Per Cent (12%) per annum interest rate.

         Failure to make the payment described above shall constitute a material
default on this Promissory Note, and a material breach of the Purchase Agreement
of even date between the parties hereto.

         Debtor may prepay this Note, in whole or in part, at any time,  without
penalty or premium. Permitted partial payments shall not affect or vary the duty
of Debtor to pay all  obligations  when due, and they shall not affect or impair
the right of Holder to pursue all remedies available to it hereunder,  or in law
or equity.

                                       25
<PAGE>

         All  payments  made  hereunder  shall in the event of default  first be
applied to accrued interest and the balance to principal.

         This Note is given pursuant to a Purchase  Agreement between Holder and
Debtor whereby Holder is selling  certain of the properties and assets  utilized
by Seller in the operation of its business division known as the Games Division,
to which this  payment is deemed part of the  consideration  for said sale.  The
payment of this Note shall be unconditional  and shall not be subject to set off
or any other  defense  or right  that is or may be  contained  in said  Purchase
Agreement or any other agreement between the Parties.

         Time is of the essence with respect to this Note and, in case this Note
is collected  by law or through an attorney at law, or under  advice  therefrom,
Debtor agrees to pay all costs of collection,  including actual attorneys' fees.
Such  attorney's  fees and costs shall include,  but not be limited to, fees and
costs incurred in all matters of collection and  enforcement,  construction  and
interpretation,  before, during and after suit, trial,  proceedings and appeals,
as well as  appearances  in and connected  with any  bankruptcy  proceedings  or
creditor's reorganization or arrangement proceedings.

         The  remedies of Holder,  as provided  herein shall be  cumulative  and
concurrent, and may be pursued singularly, successively or together, at the sole
discretion of Holder,  and may be exercised as often as occasion therefore shall
arise. No act or omission or commission of Holder,  including  specifically  any
failure to  exercise  any  right,  remedy or  recourse,  shall be deemed to be a
waiver or  release of the same,  such  waiver or  release  to be  effected  only
through a  written  document  executed  by  Holder  and then only to the  extent
specifically  recited  therein.  A waiver or release  with  reference to any one
event  shall  not be  construed  as  continuing,  as a bar to, or as a waiver or
release of, any subsequent right, remedy or recourse as to a subsequent event.

         All  persons  or  corporations  now  or at  any  time  liable,  whether
primarily or secondarily,  for the payment of the indebtedness hereby evidenced,
for  themselves,  their heirs,  legal  representatives,  successors  and assigns
respectively,   subject  to  the   notification  of  default   necessary  before
acceleration  of payment  may occur,  hereby (a)  expressly  waive  presentment,
demand  for  payment,  notice of  dishonor,  protest,  notice of  nonpayment  or
protest, and diligence in collection;  (b) consent that the time of all payments
or any part thereof may be extended,  rearranged, renewed or postponed by Holder
hereof, and further consent that any collateral security or any part thereof may
be released,  exchanged,  added to or substituted for Holder hereof,  without in
any way modifying,  altering, releasing,  affecting or limiting their respective
liability or the lien of any  security  instrument;  (c) agree that  Holder,  in
order to enforce payment of this Note,  shall not be required first to institute
any suit or to exhaust any of its remedies against Debtor or any other person or
party to become liable hereunder.

         This Note may be assigned  by Holder upon notice to Debtor.  The Debtor
may not assign or  otherwise  transfer  this Note  without the  express  written
permission  of the holder,  who may  withhold or grant such  consent in its sole
discretion.  Any such assignment or purported assignment by Debtor shall be void
AB INITIO.

                                       26
<PAGE>

         The  Debtor  hereby  agrees to accept  service of process by regular or
certified  mail at the address for Debtor first  written above in the event of a
default.

         This Note and its terms and provisions are to be governed and construed
by the laws of the  Province  of  Ontario  and at the  option of the  Holder the
jurisdiction shall be the Courts located in the Province of Ontario.

         This Note shall be binding on the  Parties  respective  successors  and
assigns.


DATED effective this 29th day of February, 2004.

                                          SILVERBIRCH STUDIOS INC.




                                          Per:__________________________
                                                Authorized Signing Officer
                                                (I have authority to bind the
                                                Corporation)




                                       27
<PAGE>


EXHIBIT B:


                      GENERAL SECURITY AGREEMENT (ONTARIO)

1. PARTIES TO THIS SECURITY AGREEMENT:

                   SILVERBIRCH STUDIOS INC.
                   703 Evans Avenue, Suite 103, Toronto, Ontario, M9C 5E9
                   (hereinafter referred to as "DEBTOR")

                   - and -

                   ACTIVECORE TECHNOLOGIES, INC.
                   6121 Lakeside Drive, Suite 260, Reno Nevada, 89511
                   (hereinafter referred to as "SECURED PARTY")


(hereinafter referred to as "SECURED PARTY")


2. CREATION OF SECURITY INTEREST

         WHEREAS the Secured Party has provided financing to the Debtor pursuant
to the terms of a Promissory  Note dated  effective  the 1st day of March,  2004
(the "Financing");

         AND  WHEREAS  it is  contemplated  that  other  Lenders  may make  loan
advances to the Debtor to rank in preference to the security  granted further to
this agreement  provided such lender provides  financing in excess of 50% of the
face amount of the financing  secured by this General  Security  Agreement  (the
"Priority Financing"):

         (1) For value  received  and as a  general  and  continuing  collateral
security  for the payment of  Indebtedness  (as defined  below),  including  any
ultimate  unpaid  balance  thereof,  owed to the Secured Party and to secure the
performance  of the  obligations  under this  security  agreement or any Related
Documents,  the  Debtor  hereby  grants  to the  Secured  Party a first  ranking
security  interest  in all the  Debtor's  personal  property  as  defined in the
PERSONAL  PROPERTY SECURITY ACT, R.S.O.  1990, c. P.10 (the "PPSA"),  and in the


                                       28
<PAGE>

undertaking of the Debtor, which shall constitute Collateral,  whether now owned
or hereafter acquired directly or indirectly by the Debtor, whether now existing
or hereafter arising,  save and except any leased equipment of the Debtor, which
leased equipment shall be excluded from the security provided hereunder.

         (2)  Without  limiting  the  foregoing,   but  for  greater  certainty,
Collateral includes all of the following:

         (a)  all Collateral described in Schedule "A" attached to this security
              agreement, which Schedule "A" is incorporated by reference in this
              security agreement;

         (b)  all patents,  trade marks,  copyrights  and other  industrial  and
              intellectual property; and

         (c)  all  statutory  licences,  quotas and other  transferable  rights,
              including an equitable right in the Collateral assigned or charged
              under the  security  agreement  which  might  otherwise  at law be
              incapable of being collateral creating a security interest.

         (3) Any reference to "Collateral"  shall,  unless the context  requires
otherwise, be deemed a reference to "Collateral or any part thereof".

         (4) This security interest shall not apply to, and Collateral shall not
include leased equipment,  or the last day of the term of any lease or agreement
therefore  but upon the  enforcement  of the security  interest the Debtor shall
stand  possessed  of such  last day in trust to  assign  the same to any  person
acquiring such term.


                                       29
<PAGE>

3. DEFINITIONS

         (1) All phrases which are defined in the PPSA and not otherwise defined
in this security agreement shall have the meaning ascribed by the PPSA, provided
always that the term "goods" shall never include  "consumer goods" of the Debtor
as that term is defined in the PPSA.

         (2) "Indebtedness"  shall  mean  all  liabilities  of  every   kind and
description  of the Debtor to the  Secured  Party in  respect of the  Financing,
whether now or hereafter owed or any future advance,  whether direct,  indirect,
contingent,  and whether the Debtor be bound alone or with others and whether as
principal or guarantor.

         (3) "Related   Documents"  shall  mean  the   promissory   notes,  loan
agreements,  account  agreements,  guaranties,  trust  deeds,  mortgages,  other
security  agreements or any other  documents  executed in  connection  with this
security   agreement   or   Indebtedness   or  related  to  its   operation   or
administration, whether already existing or executed now or later.

4.       RIGHTS AND OBLIGATIONS OF DEBTOR

         4.1 TITLE. The Debtor warrants and covenants that it holds title or has
rights in the  Collateral  sufficient  for a security  interest to attach to the
Collateral.

         4.2 POSSESSION  AND USE OF COLLATERAL.  Subject to paragraph 6.2, until
default or unless  otherwise  agreed with the Secured Party, the Debtor may deal
with  Collateral in the ordinary  course of the Debtor's  business in any manner
consistent with the provisions of this security agreement.  Except for inventory


                                       30
<PAGE>


sold or accounts  collected in the ordinary course of the Debtor's  business the
Debtor shall not sell or otherwise transfer the Collateral.  All proceeds of the
Collateral,  whether  or not  arising  in the  ordinary  course of the  Debtor's
business,  will be received  by the Debtor as trustee for the Secured  Party and
will  be  immediately  paid  to the  Secured  Party  pursuant  to the  fiduciary
obligation  as trustee to the extent that such  payment is required at such date
pursuant  to the  Financing.  The  Debtor  shall  not  encumber  or  permit  the
Collateral  to be encumbered  without the prior  written  consent of the Secured
Party, other than by this security agreement or the Priority Financing. .

         4.3  REMOVAL  OF  COLLATERAL.  The  Collateral  (or to the  extent  the
Collateral  consists  of  intangible  property  such as  accounts,  the  records
concerning  the  Collateral) is located at the address of the Debtor shown above
Except in the  ordinary  course of the Debtor's  business,  the Debtor shall not
remove the Collateral or the records of the Collateral from its location without
the prior written consent of the Secured Party,  which shall not be unreasonably
withheld.

         4.4 SECURITIES AS COLLATERAL. Where Collateral includes securities, the
Secured  Party may  require  the Debtor to  transfer  such  securities  into the
Secured  Party's name so that the Secured Party may appear of record as the sole
owner of the  securities.  Until default,  the Debtor may retain by way of proxy
the voting and dividend  rights  attached to any such securities and the Secured
Party will facilitate exercise of those dividend and voting rights.

         4.5 PRESERVATION OF RIGHTS AND COLLATERAL.  The Debtor shall defend its
own and the  Secured  Party's  rights in the  Collateral  against the claims and
demands of all persons.  The Debtor shall maintain the Collateral in a condition


                                       31
<PAGE>

and state of repair that preserves the value of the Collateral,  reasonable wear
and tear excluded. The Debtor will not commit or permit damage to or destruction
of the Collateral and will effect repair if it occurs.  The Debtor shall procure
and  maintain  policies  of fire  and  other  casualty  insurance  covering  the
Collateral  on the  basis and in at least the  amount  described  above on terms
satisfactory to the Secured Party and with loss payable to the Secured Party and
Debtor jointly.

         4.6  MATERIAL  CHANGES  IN  INFORMATION.  The Debtor  shall  notify the
Secured Party promptly of:

         (a)  any material change in the information contained in this agreement
              (including  the  schedules  hereto)  relating to the  Debtor,  the
              Debtor's  business or Collateral,  including any address change or
              establishment of an additional place of business;

         (b)  the details of any change in name of the Debtor;

         (c)  the  details  of  any  significant   acquisition  or  creation  of
              Collateral;  (d) the details of any claims or litigation affecting
              the Debtor or Collateral; (e) any loss of or damage to Collateral;

         (f)  any sale of  substantially  all of the  collateral,  including any
              general sale of rights to distribute underlying code; and

         (g)  any default by any account debtor in its obligations  with respect
              to Collateral.

         4.7  DEBTOR'S CONDUCT. The Debtor will conduct its business and affairs
in a proper and efficient  manner,  in accordance  with  applicable law and keep
records in accordance with generally accepted accounting procedures.  The Debtor
shall  pay  all  charges,  such  as  taxes,   assessments,   claims,  liens  and


                                       32
<PAGE>

encumbrances  relating to the  Collateral  or the Debtor's  business and affairs
when the same become due. The Debtor will deliver to the Secured Party  promptly
such information concerning Collateral, the Debtor and the Debtor's business and
affairs as the Secured Party may reasonably request.

         4.8 PROTEST.  The Debtor waives protest of any instrument  constituting
Collateral  at any time held by the Secured  Party on which the Debtor is in any
way liable and,  subject to the notice  requirements of the PPSA,  notice of any
other action taken by the Secured Party.

         4.9 JOINT AND SEVERAL LIABILITY.  If more than one Debtor executes this
security  agreement the obligations of such Debtors hereunder shall be joint and
several.

5.       EVENTS OF DEFAULT

         The Debtor shall be in default under this security agreement or Related
         Documents upon occurrence of any of the following:

         (a)  Non-payment  when due,  whether by acceleration  or otherwise,  of
              Indebtedness.

         (b)  Failure to comply within seven days after written  notice from the
              Secured Party demanding compliance with any provision contained in
              this security  agreement or Related Documents and if compliance is
              not practically possible,  failure to take steps that will produce
              compliance as soon as is reasonably practical.


                                       33
<PAGE>

         (c)  Any warranty, representation or statement made or furnished to the
              Secured Party by or on behalf of the Debtor proves in any material
              respect to have been false when made or furnished.

         (d)  Actual or threatened  Bankruptcy or insolvency of the Debtor;  the
              filing against the Debtor of a petition in bankruptcy;  the making
              of an  authorized  assignment  for the benefit of creditors by the
              Debtor;  the  appointment  of a  receiver,  trustee,  monitor,  or
              liquidator for the Debtor or for any assets of the Debtor;  or the
              institution  by or against  the  Debtor of any type of  insolvency
              proceeding or creditor rearrangement.

         (e)  Death or declaration of  incompetency of the Debtor (if the Debtor
              is an  individual)  or cessation  of the  Debtor's  viability as a
              going business concern (if the Debtor is not an individual), which
              includes  the  cessation or threat by the Debtor to cease to carry
              on in the normal  course of the Debtor's  business or any material
              part thereof.

         (f)  On the  occurrence  of such other events  where the Secured  Party
              considers  in good faith and on  commercially  reasonable  grounds
              that the  Collateral  is in jeopardy  or that the Secured  Party's
              position is insecure.

6.       SECURED PARTY RIGHTS AND OBLIGATIONS

         6.1  GENERAL  RIGHTS.  In addition to the rights  granted  herein,  the
Secured Party may enforce any other rights and remedies it may have at law or in
equity,  and specifically  shall have all rights and remedies of a Secured Party
under the PPSA.  All rights and remedies of the Secured Party are cumulative and
one or more of these rights may be  exercised  independently  or in  combination
from  time to time,  including  marshalling.  In event  that  this  security  is
assigned by the Secured  Party to a third party,  the third party  receiving the

                                       34
<PAGE>

assignment  shall have all the  rights of the  Secured  party and all  reporting
requirements shall be made to the assignee third party.

         6.2 COLLECTION OF DEBTS FORMING PART OF  COLLATERAL.  The Secured Party
may  direct  account  debtors of the  Debtor to make all  payments  owing to the
Debtor on Collateral  subject to the security  interest  directly to the Secured
Party, by notifying such account debtors of the Secured Party's interest, either
before or after default.

         6.3 INSPECTION OF COLLATERAL AND RIGHT OF ACCESS.  The Secured Party or
any assignee shall have the right at any time to confirm the existence and state
of the Collateral in any manner the Secured Party may consider  appropriate  and
the Debtor agrees to furnish all  assistance as the Secured Party may reasonably
request in connection  therewith.  The Debtor grants to the Secured Party or its
assignees or agents access to all places where  Collateral may be located and to
all premises  occupied by the Debtor for the purposes of inspection or obtaining
possession.

         6.4 RECEIVERS  AND OTHERS.  The Secured Party may appoint by instrument
or by  application  to a court of  competent  jurisdiction  a receiver  or other
person to act on its behalf before or after default or in any insolvency or like
proceeding  (receiver  includes a  receiver-manager).  The appointee has all the
powers of the Secured  Party under this  security  agreement.  In  addition,  on
instructions  from the Secured Party, the receiver shall be entitled to carry on
the  business of the Debtor  with all the powers  that the Debtor  would have to
operate its business for such time as the receiver  determines  it advisable and
in the best interest of the Secured  Party.  The Secured Party is not liable for
any act or omission by a receiver appointed or selected by a court.


                                       35
<PAGE>


         6.5  ACCELERATION.  The  Secured  Party may  declare all or any part of
Indebtedness  which is not by its terms payable on demand to be immediately  due
and payable on the occurrence of any default.

         6.6  POSSESSION AND  DISPOSITION  OF COLLATERAL.  The Secured Party may
upon default take possession or constructive possession of, collect, demand, sue
on,  enforce,  recover and receive  Collateral  and give  binding  receipts  and
discharges  therefor.  The Secured Party in possession  may use Collateral as it
sees fit, subject to the duty of reasonable care contained in the PPSA providing
that any  income  from  Collateral  is  applied to the  Debtor's  account.  Upon
default,  the  Secured  Party  may also  sell,  lease or  otherwise  dispose  of
Collateral in any commercially reasonable manner.

         6.7 COSTS. The Debtor agrees to pay all charges, including solicitors',
auditors',  receivers' or like persons' costs and remuneration or other expenses
reasonably incurred by the Secured Party or other party appointed by the Secured
Party  in  operating  the  Debtor's  accounts  and in  enforcing  this  security
agreement.   Such  sums  shall  constitute  a  future  advance   increasing  the
Indebtedness hereunder.

         6.8  DEFICIENCIES.  The  failure of the Secured  Party to receive  full
payment or satisfaction  of Indebtedness  through its rights and remedies herein
provided  shall not in any way release the Debtor from the obligation to satisfy
any deficiency, including any costs of realization.

         6.9 WAIVERS:


                                       36
<PAGE>

         (1) No  variation,  amendment  (except for any  schedules  which may be
added hereto  pursuant to the  provisions  of this  agreement)  or waiver of any
provision of this security  agreement shall be effective  unless made by written
agreement executed by the parties to this security agreement.

         (2) No delay or omission by the Secured Party in  exercising  any right
or remedy  hereunder  or with  respect to any  Indebtedness  shall  operate as a
waiver of that right or remedy and no single or partial exercise of any right or
remedy shall preclude any other exercise of cumulative rights and remedies.

         (3) The Secured Party may remedy any default or perform any duty of the
Debtor  hereunder or with respect to any  Indebtedness in any reasonable  manner
without  waiving the  default  remedied  and without  waiving any other prior or
subsequent default by the Debtor.

         6.10  NOTICE OF INTENTION TO REALIZE. Prior to realization, there is an
obligation  on the Secured  Party to deliver a notice of intention to realize to
the Debtor under s.244 of the BANKRUPTCY  AND  INSOLVENCY  ACT. Any events which
trigger  default,  including those within  paragraph 5(d),  shall be deferred as
required  by that  legislation.  Valid  service of this  notice  will occur upon
sending of the notice to the address  herein or as changed by the Debtor through
paragraph 4.6.  Pursuant to the PPSA where  applicable,  the Secured Party shall
also give  notice in writing in the  appropriate  time period to (a) the Debtor;
(b) every  person who is known by the  Secured  Party,  before the date that the
notice  is  served  on the  Debtor,  to be the  owner  of the  collateral  or an
obligator who may owe payment or  performance  of the  obligation  secured;  (c)
every  person who has a security  interest  who has a security  interest  in the
collateral and whose interest (i) was perfected by possession,  the  continuance
of which was  prevented  by the Secured  Party who has taken  possession  of the
collateral,  or (ii) is perfected by registration  before the date the notice is


                                       37
<PAGE>

served on the Debtor;  and (d) every  person with an interest in the  collateral
who has  delivered a written  notice to the Secured Party of the interest in the
collateral before the date that the notice is served on the Debtor.  This notice
shall include the content stipulated by s. 63(5) of the PPSA.

         6.11  SUBORDINATION.  The  Secured  Party  agrees  to  subordinate  the
security  established  by this  agreement  to a new  security  in support of the
Priority Financing at the request of the Debtor.

7.       ADDITIONAL LOAN ADVANCES

         The  Borrower  and the Lender  acknowledge  and agree that further loan
advances upon the terms  pertaining  to the Priority  Financing set out above by
another Lender or Lenders to the Debtor are  contemplated  and that such further
advances will rank ahead of the security  interests  represented by this general
security  agreement  provided that such advances are equal to at least fifty per
cent (50%) of the amount  payable under the  promissory  note  referenced as the
debt.

8.       SUBORDINATION

         No action by the Secured Party shall  constitute a subordination of its
security   interest  to  any  other  interest  in  the  Collateral  unless  such
subordination  is effected by an  agreement  in writing,  titled  "Subordination
Agreement",  signed by the Secured  Party.  The  Secured  Party shall not unduly
delay delivery of a  Subordination  Agreement  required in accordance  with this
agreement.


                                       38
<PAGE>

9.       SUCCESSOR INTERESTS

         This security agreement shall enure to the benefit of and be binding on
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
successors and assigns.

10.      APPLICABLE LAW

         This security  agreement and Related Documents shall be governed by the
laws of the Province of Ontario.

11.      TERMINATION

         This security agreement shall remain in full force and effect until the
Indebtedness  has been paid and written notice of discharge by the Secured Party
is received by the Debtor.

12.      ACKNOWLEDGMENT OF DEBTOR

         The  Debtor  hereby  acknowledges  receipt  of a copy of this  security
agreement.

         IN WITNESS WHEREOF the Debtor has executed this security agreement this
1st day of March, 2004.
                                                SILVERBIRCH STUDIOS INC.


                                         Per:

                                                Authorized Signing Officer




                                       39
<PAGE>

SCHEDULE "A"




                  www.recessgames.com
                  -------------------

                  www.silverbirchstudios.com
                  --------------------------

                  www.bladeofzorro.com
                  --------------------








                                       40
<PAGE>


EXHIBIT C:

                                   UNDERTAKING


WHEREAS IVP Technology  Corporation  d.b.a.  ActiveCore  Technologies,  Inc. has
agreed to sell certain assets to  SilverBirch  Studios Inc. for certain good and
valuable  consideration  as set  out  in a  Purchase  and  Sale  Agreement  made
effective 11:59:59 PM February 29, 2004:

In consideration of the closing of the above referenced transaction, SilverBirch
Studios Inc. agrees to grant to ActiveCore Technologies, Inc. the following:

         1.     A  5%  equity   interest   in   SilverBirch   Studios   Inc.  in
                consideration  of the same per share capital  investment rate as
                the founder(s) of SilverBirch Studios Inc.

         2.     Pre-emptive  rights in respect of the said 5% equity interest in
                SilverBirch  Studios Inc., with the intention that following the
                delivery of the said % equity  interest in  SilverBirch  Studios
                Inc. to ActiveCore  Technologies,  Inc., no further  shares of a
                class or series in  SilverBirch  Studios Inc. (the "New Shares")
                shall be issued  unless  such of the New  Shares  sufficient  to
                permit ActiveCore  Technologies,  Inc. to maintain its 5% equity
                interest in SilverBirch  Studios Inc. have first been offered to
                ActiveCore  Technologies,  Inc. on the same terms and conditions
                as such New Shares are offered to others.


Dated effective this 29th day of February, 2004.


                                             SILVERBIRCH STUDIOS INC.




                                             Per:__________________________
                                                   Authorized Signing Officer
                                                   (I have authority to bind the
                                                   Corporation)


                                       41
<PAGE>

EXHIBIT D:

                          ROYALTY AGREEMENT


Between:


                     SILVERBIRCH STUDIOS INC.
                     Suite 103, 703 Evans Avenue,  Toronto,  Ontario,  M9C
                     5E9 (hereinafter referred to as "SILVERBIRCH")


                     - and -


                     ACTIVECORE TECHNOLOGIES, INC.
                     6121 Lakeside Drive, Suite 260, Reno Nevada, 89511
                     (hereinafter referred to as "ACTIVECORE")



A)   WHEREAS  SilverBirch  has  purchased  certain  assets  from  ActiveCore  or
     companies associated with ActiveCore;


B)   AND WHEREAS  SilverBirch has agreed to pay certain  royalties to ActiveCore
     as partial consideration for the said purchase of assets:



WITNESSETH  THAT IN  CONSIDERATION  of the  premises,  the mutual  covenants and
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt and sufficiency of which being hereby  acknowledged,  and subject to the
terms and conditions hereinafter set out, the parties agree as follows:


         1.     SilverBirch  shall pay to  ActiveCore a royalty equal to Two Per
                Cent (2%) of the Gross Revenues of  SilverBirch  during the term
                of this Agreement (the "Royalty").

         2.     This  Agreement  shall  operate  for a term of four  (4)  years,
                commencing  at  12:01  AM on the  1st  day of  March,  2004  and
                terminating  and ending at 11:59 PM on the 29th day of February,
                2008 (the "Term").

         3.     The  Royalty  shall be payable on a quarterly  basis  during the
                Term . Payment of the  Royalty  for each  quarter  shall be made
                within thirty (30) days following each calendar quarter.

                                       42
<PAGE>

         4.     The total Royalty  payable  pursuant to this  Agreement  will be
                capped at a maximum of CAD  $1,300,000.00,  following payment of
                which sum this Agreement shall terminate and end.

         In this  agreement  "Gross  Revenues " means the full  proceeds  of any
         sales or other revenue of any sort net of taxes levied at the time of

         5.     SilverBirch  shall  maintain  books of  account  and  records of
                revenues  in  connection  with all of its  business  activities.
                SilverBirch  shall  deliver  a  statement  of such  revenues  to
                ActiveCore  not less  often  than  quarterly,  statements  to be
                rendered  within  thirty  (30) days of the end of the  period to
                which they relate and payments due for ActiveCore's Royalties in
                respect thereof to be paid with the statement  rendered.  All of
                SilverBirch's  books,  records,  and accounts  pertaining to the
                foregoing  only shall be available for  inspection by ActiveCore
                or  anyone  properly   authorized  on  ActiveCore's   behalf  at
                SilverBirch's  head office,  during normal business hours,  upon
                seven  days  advance  written  notice,  a  maximum  of once  per
                calendar  year,  of a  maximum  duration  of  two  days,  and at
                ActiveCore's sole expense.

         6.     Each  of  the  parties   covenants  and  agrees  that  upon  the
                reasonable  request of any party they will make,  do, execute or
                cause to be made,  done or executed,  all such further and other
                lawful acts, deeds,  things,  devices and assurances  whatsoever
                for  the   further,   better  or  more   perfect  and   absolute
                understanding  and  performance  of the terms and  conditions of
                this Agreement.

         7.     It is  agreed  that  this  Agreement  embodies  the  entire  and
                complete  Agreement  of the  parties  hereto  with regard to the
                matters dealt with herein, and that absolutely no understandings
                or  Agreements,  verbal or otherwise,  exist between the parties
                except as herein expressly set out.

         8.     This Agreement shall enure to the benefit of and be binding upon
                the  respective   parties,   and  upon  their  heirs,   personal
                representatives,   administrators,   executors,  successors  and
                assigns.

         9.     This Agreement shall be construed in accordance with the laws of
                the province of Ontario,  and shall be  enforceable  only in the
                Courts of the said province.

                                       43
<PAGE>

         10.    The  invalidity of any  particular  provision of this  Agreement
                shall not affect any other provision thereof, but this Agreement
                shall be construed as if such invalid provision were omitted.


Dated at Toronto effective this 1st day of March, 2004.


IN WITNESS  WHEREOF the parties  hereto have hereunto  affixed their  respective
corporate  seals,  attested  by the  hands of their  respective  officers,  duly
authorized in that behalf, on the day and year first above written.


                                         SILVERBIRCH STUDIOS INC.




                                         Per:__________________________
                                              Authorized Signing Officer
                                              (I have authority to bind the
                                              Corporation)

                                         ACTIVECORE TECHNOLOGIES, INC.




                                         Per:__________________________
                                              Authorized Signing Officer
                                              (I have authority to bind the
                                              Corporation)


                                       44
<PAGE>


EXHIBIT F:



         THIS INDENTURE made as of the 29th day of February, 2004.

B E T W E E N :

                IVP TECHNOLOGY CORPORATION D.B.A. ACTIVECORE TECHNOLOGIES, INC.,
                a Nevada Company with offices at 6121 Lakeside Drive, Suite 260,
                Reno Nevada, 89511

                (hereinafter called the "Vendor")

                                                               OF THE FIRST PART

                                      -and-

                SILVERBIRCH  STUDIOS  INC.,  an Ontario  Company,  with  offices
                located at Suite 103, 703 Evans Avenue,  Toronto,  Ontario,  M9C
                5E9

                (hereinafter called the "Purchaser")

                                                              OF THE SECOND PART

         WHEREAS the Vendor agreed to sell and the Purchaser  agreed to purchase
as at and from the close of business on February  29, 2004,  as a going  concern
the  undertaking  and assets (the "Assets") of the Vendor  relating to the Games
Division of the Vendor (the "Business");

         NOW THIS INDENTURE WITNESSETH that for good and valuable  consideration
now paid by the Purchaser to the Vendor (the receipt and sufficiency of which is
hereby  acknowledged)  the  Vendor  hereby  grants,  bargains,  sells,  assigns,
transfers,  conveys and sets over onto the Purchaser, its successors and assigns
as a going concern as at and from the close of business on February 29, 2004 the
undertaking  and the Assets of the Business have and except the excluded  assets
of the foregoing the following:

All  Assets of the  Business  which  relate to the Games  Division  business  of
providing  cell  phone  games  and ring  tones  through  the  websites  known as
RecessGames.com,  SilverBirchStudios.com  and  BladeOfZorro.com  and  including,
without limiting the generality of the foregoing,  all assets ancillary  thereto
including:

All contracts  for  distribution  of games and ring tones of the Games  Division
issued pursuant thereto held by Vendor,  as listed and annexed in a Purchase and
Sale  Agreement  made  effective  February  29, 2004  between the Vendor and the
Purchaser;

All files and  records  pertinent,  relevant  or in any way  connected  with the
performance  of services under all contracts  pertaining to the Games  Division,
including the internet  domain names to  Recessgames.com;  BladeofZorro.com  and
Silverbirchstudios.com;

Personnel  files relating to employees  assigned to the Games Division  wherever
located,  databases  maintained by Vendor  related to Games  Division  sales and
personnel assigned to those clients.


                                       45
<PAGE>


All  documents  and  materials  and rights  whatsoever  pertaining  to  Vendor's
Recessgames.com   website,   its   Silverbirchstudios.com    website   and   its
BladeOfZorro.com   website   together   with  the  code  to  any  completed  and
un-completed  cell  phone  games and ring  tones  and  underlying  sku,  payment
tracking,  OTA  provisioning  mechanism,  royalty  tracking and related software
infrastructure;

The  registered  trade  names and  registered  Domains  listed in  Schedule  1.4
attached to and forming a part of a Purchase and Sale  Agreement  made effective
February 29, 2004 between the Vendor and the Purchaser;

The computer  equipment listed in Schedule 1.5 attached to and forming a part of
a Purchase  and Sale  Agreement  made  effective  February  29, 2004 between the
Vendor and the Purchaser in "AS IS" condition; and

Certain  leases and rights as listed in Schedule  1.6  attached to and forming a
part of a Purchase and Sale Agreement  made effective  February 29, 2004 between
the Vendor and the Purchaser.

TO HOLD the said hereby sold, assigned,  transferred or conveyed undertaking and
Assets and all right,  title and interest of the Vendor thereto and therein unto
and to the use of the Purchaser, its successors and assigns.

AND the Vendor doth hereby covenant, promise and agree with the Purchaser in the
manner following, that is to say:

THAT the Vendor is now rightfully  and  absolutely  possessed of and entitled to
the said hereby sold,  assigned,  transferred or conveyed undertaking and Assets
of the  Business  and  that  the  Vendor  now has in it good  right,  title  and
authority to assign the same unto the  Purchaser,  its  successors  and assigns,
according  to the  true  intent  and  meaning  of  these  presents  and that the
Purchaser  shall  immediately  upon the execution and delivery of these presents
have  possession  of and  may  from  time  to time  and at all  times  hereafter
peaceably  and quietly  have,  hold,  possess  and enjoy the said  hereby  sold,
assigned,  transferred  or conveyed  undertaking  and Assets of the Business and
every part  thereof  to and for its own use and  benefit  without  any manner of
hindrance, interruption, molestation, claim or demand whatsoever, of, from or by
the Vendor or any person  whomsoever and with good and marketable title thereto,
free and clear and  absolutely  released  and  discharged  from and  against all
former and other bargains,  sales, gifts, grants,  mortgages,  pledges, security
interests, adverse claims, liens, charges and encumbrances of any nature or kind
whatsoever.

The Vendor covenants and agrees with the Purchaser,  its successors and assigns,
that it  will  from  time  to  time  and at all  times  thereafter,  upon  every
reasonable  request of the Purchaser,  its  successors or assigns,  make, do and
execute or cause and  procure to be made,  done and  executed  all such  further
acts,  deeds or assurances as may be reasonably  required by the Purchaser,  its
successors or assigns,  whether for more  effectually and completely  vesting in
the Purchaser,  its successors or assigns,  the  undertaking,  and Assets of the
Business hereby sold,  assigned,  transferred or conveyed in accordance with the
terms hereof or for the purpose of registration or otherwise.

The Vendor  hereby  declares  that, as to any property and assets or interest in
any  property  or assets of the Vendor  intended  to be  transferred,  assigned,
conveyed,  bargained,  sold and set over to the  Purchaser,  its  successors and


                                       46
<PAGE>


assigns, hereby and the title to which may not have passed to the Purchaser, its
successors  and  assigns,  by  virtue  of this  indenture  or any  transfers  or
conveyances which may from time to time be executed and delivered in purchase of
the covenants  aforesaid,  the Vendor holds the same in trust for the Purchaser,
its  successors  or  assigns,  to convey,  assign and  transfer  the same as the
Purchaser may from time to time direct.


         IN WITNESS  WHEREOF this  indenture has been executed by the Vendor and
the Purchaser.

                            IVP TECHNOLOGY CORPORATION
                            d.b.a. ACTIVECORE TECHNOLOGIES, INC.





                                                 Per:  _____________________c/s



                            SILVERBIRCH STUDIOS INC.





                                                  Per:  ____________________c/s


                                       47
<PAGE>

EXHIBIT G:


                               INDEMNITY AGREEMENT
                               -------------------

FOR VALUE RECEIVED,  the undersigned agrees to indemnify and save harmless Brian
MacDonald  and Peter  Hamilton,  (the  "Indemnitees")  from any  claim,  action,
liability or suit, arising from the following:

Lease Number 2199045 - National Leasing
Lease commencement date Feb 1 2003
36 months - periodic rent 398.89 plus PST.  Remaining  payments 24 X 398.89 plus
pst -  (430.80) - Lease is for 1 Apple  power Mac G4 - 2 monitors - adc  powerec
converter 1 power book G$ - 1 stylus - 256 memory.

Lease number 50177-34921 - MTC Leasing
Lease commencement date February 1, 2003 - 36 months - 487. plus taxes Remaining
payments 24 x 487 plus taxes (525.96) - 1 apple power Mac G4 1 512 mb memory - 2
electron 19" displays, 1 ADC to VGA converter, 1 studio MX mac, 1 256 mb memory,
1 SS3 Switch 3300 xm, 1 msdn Universal 7.0 eng, 1 HP laserjet 3330 mfg, 1 hp jet
direct 310x external print server.

In  the  event  of  any  asserted  claim,  the  Indemnitees  shall  provide  the
undersigned with timely notice of same, and thereafter the undersigned  shall at
its own expense defend and protect the Indemnitees against said claim.

In the further event that the undersigned shall fail to so defend,  then in such
instance the  Indemnitees  shall have full rights to defend,  pay or settle said
claim with full rights of recourse against the undersigned for all fees,  costs,
expenses and payments made or agreed to be paid to discharge said claim.

This  agreement  shall be binding  upon and enure to the benefit of the parties,
their successors, assigns and personal representatives.


Dated effective this 29th day of February, 2004.

                                         SILVERBIRCH STUDIOS INC.




                                         Per:__________________________
                                              Authorized Signing Officer
                                              (I have authority to bind the
                                              Corporation)



                                       48
<PAGE>

EXHIBIT H:
----------


                        MUTUAL NON-COMPETITION AGREEMENT
                        --------------------------------


THIS AGREEMENT dated effective March 1, 2004, among SilverBirch  Studios Inc., a
corporation  incorporated  under the laws of  Ontario  (the  "Party of the First
Part"), and ActiveCore  Technologies,  Inc.,  incorporated under the laws of the
State of Nevada (the "Party of the Second Part"), collectively the "Parties":

WHEREAS:

A)   The  Party of the  First  Part and the  Party  of the  Second  Part are the
     parties to a purchase  agreement  dated effective the 29th day of February,
     2004,  relating to the purchase by the Party of the First Part and the sale
     by the Party of the Second  Part of certain  assets  described  in the said
     purchase agreement (the "Purchase Agreement"),

B)   It is a condition of the closing of the  transactions  contemplated  by the
     Purchase  Agreement  that the  Parties  execute  and  deliver  this  Mutual
     Non-Competition Agreement; and

C)   The Party of the Second Part enters into this  Agreement  on its own behalf
     and also on behalf of any subsidiary or related corporations  involved with
     the Party of the Second  Part in the  carrying  on of the  business  of the
     Party of the Second Part.

THE PARTIES AGREE:

1.       NON-COMPETITION

The Parties acknowledge that they are each familiar with the proprietary aspects
of the  business of the other  party,  including  certain of their  confidential
information and trade secrets and the Parties agree:

         (a)    For a period of Five(5) years from the date hereof, the Party of
                the  First  Part  will not for  themselves,  or on behalf of any
                other person, partnership, company, corporation or other entity,
                provide  healthcare  services;  develop and sell  healthcare  IT
                products and enterprise middleware technology,  develop and sell
                enterprise mobile  applications that compete with the enterprise
                mobile  applications  developed  and  sold by the  Party  of the
                Second Part, or develop enterprise software for direct marketing
                and dedicated list management.

         (b)    For a period of Five (5) years from the date  hereof,  the Party
                of the Second Part will not for themselves,  or on behalf of any
                other person, partnership, company, corporation or other entity,
                develop or sell cell phone games,  cell phone ring tones,  or in
                any way  operate or provide  consumer  middle-ware  or  consumer
                web-sites that are in any way competitive  with the products and
                web-sites of the Party of the First Part.

                                       49
<PAGE>

         (c)    Notwithstanding  the above, the Party of the First Part may sell
                or license its games and those  obtained  from third parties for
                distribution  in the direct  marketing and list software  field,
                provided  that if the Party of the First Part does so, the Party
                of the Second  Part  shall have a right of first  refusal on any
                proposed  contracts if the terms,  capabilities and deliverables
                offered by the Party of the Second Part are similar.

2.       ARBITRATION

(1)      The parties  agree that any dispute over the  existence of or extent to
         which the  business  or  activity  of either  party  competes  with the
         business or activities of the other party for the purposes of Section 1
         or over the time at which  the  determination  shall be made,  shall be
         submitted  to a single  arbitrator  whose  decision on the matters laid
         before him shall be final and binding.

(2)      The arbitrator  shall be chosen from a panel of names jointly  selected
         by the parties.

(3)      The expenses of the arbitrator  shall be shared equally by the parties,
         irrespective of the award made by the arbitrator.

(4)      The  arbitrator  shall  proceed  as  quickly  as  possible  to hear the
         evidence  and  argument  of the  parties  and to  determine  the matter
         submitted to him.

(5)      The  parties  agree  that  submission  of a dispute  dealt with by this
         Section  shall be a condition  precedent to any  application  or action
         brought before any competent court.

3.       EQUITABLE REMEDIES

In the event of the  breach,  or  threatened  breach,  of any term or  provision
contained in this Agreement,  the party alleging the breach shall be entitled to
both temporary and permanent  injunctive  relief. The right to such relief shall
not be construed to prevent the party from  pursuing,  either  consecutively  or
concurrently,  any and all other legal or equitable remedies available to it for
such breach or threatened breach,  specifically including without limitation the
recovery of monetary damages.

4.       APPLICABLE LAW AND CHOICE OF FORUM

This Agreement  shall be interpreted in accordance with the laws of the Province
of Ontario and the laws of Canada applicable  therein.  The parties attorn (on a
non-exclusive basis) to the courts of the Province of Ontario.

5.       SEVERABILITY

If any term,  provisions  covenant or  condition  of this  Agreement is declared
invalid, illegal, unenforceable, ineffective or inoperative for any reason, such
declaration  shall not have the effect of  invalidating or voiding the remainder
of this  Agreement,  and the parties hereto agree that the part or parts of this


                                       50
<PAGE>

Agreement  so  held  to  be  invalid,  illegal,  unenforceable,  ineffective  or
inoperative  will be deemed to have been  stricken  herefrom  and the  remainder
hereof will have the same force and  effectiveness  as if such part or parts had
never been included herein.

6.       ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to the  subject-matter  of this Agreement and shall not be altered,  modified or
amended,  in whole or in part,  except by the express written  authorization and
consent of the parties.  In the event of a conflict between the terms hereof and
those contained in the Purchase Agreement executed  contemporaneously  herewith,
the terms of this Agreement shall control.

7.       WAIVERS

Any waiver by any party,  whether express or implied, of any breach of any term,
covenant or condition of this Agreement  shall not constitute a waiver as to any
subsequent  breach  of the same or of any  other  term,  covenant  or  condition
thereof.  Failure of a party to declare any breach upon the occurrence  thereof,
or any delay by any party in taking action with respect to any breach, shall not
waive any such breach.

8.       NOTICES

Except as otherwise  expressly  provided herein,  any and all notices or demands
which must or may be given hereunder or under any other instrument  contemplated
hereby shall be given by delivery in person or by registered or certified  mail,
return receipt  requested,  postage  prepaid,  or by facsimile  transmission  as
follows:

                    IF TO THE PARTY OF THE SECOND PART:

                    Clay Parker, Esq.
                    Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                    Miami, FL 33131

                    IF TO THE PARTY OF THE FIRST PART:

                    David Fram
                    Fram Professional Corporation
                    701 Evans Ave., Suite 901
                    Toronto, Ontario, Canada
                    M9C 1A3

All such  communications,  notices or  presentations  and demands  provided  for
herein shall be deemed to have been delivered when actually  delivered in person
to the  respective  parties,  or if  mailed,  then on the date of signing of the
return  receipt  or  date  of  attempted  delivery  or,  if  sent  by  facsimile
transmission,  on the date of receipt of confirmation  that the transmission has
been received. Any party may change its address hereunder on thirty days' notice

                                       51
<PAGE>

to the other party in compliance with this Section.

9.       PARTIES IN INTEREST

This Agreement and all terms,  covenants and conditions  contained  herein shall
enure to the  benefit  of and shall be binding on the  undersigned  parties  and
their respective  heirs,  executors,  administrators,  trustees,  successors and
assigns.

         IN WITNESS  WHEREOF  this  Agreement  has been  executed  by all of the
parties hereto.

                                        ACTIVECORE TECHNOLOGIES, INC.




                                        Per:__________________________
                                              Authorized Signing Officer
                                              (I have authority to bind the
                                              Corporation)

                                        SILVERBIRCH STUDIOS INC.




                                        Per:__________________________
                                              Authorized Signing Officer
                                              (I have authority to bind the
                                              Corporation)





                                       52