STOCK PURCHASE AGREEMENT

      STOCK PURCHASE  AGREEMENT  dated this 21st day of June,  2004 by and among
IVP  Technology  Corporation  d.b.a.  ActiveCore  Technologies,  Inc.,  a Nevada
Corporation  ("IVP") and Twincentric  Limited, a UK Company  ("Twincentric") and
Tony McGurk (the "Shareholder").

                              W I T N E S S E T H:

      WHEREAS, IVP wishes to purchase the outstanding shares of TWINCENTRIC; and

      WHEREAS, the Shareholder of TWINCENTRIC is desirous of proceeding with the
sale of his shares of capital  stock of  TWINCENTRIC  effective  the 21st day of
June,  2004 provided that IVP satisfies  certain  conditions for the issuance of
common shares  sufficient to meet the purchase price indicated herein within six
business days after the Closing Date (as herein defined).

      NOW,  THEREFORE,  in  consideration  of the  premises  and  of the  mutual
promises and  covenants  contained  herein,  and  intending to be legally  bound
hereby, the parties hereto agree as follows:

                                    ARTICLE I
                                  SALE OF STOCK

            1.01. Stock To Be Sold.  Subject to the terms and conditions of this
Agreement at the Closing  referred to in Section 1.03 hereof (the "Closing") the
Shareholder will sell,  assign,  transfer and deliver the TWINCENTRIC  shares to
IVP free and clear of all liens, charges or encumbrances of whatsoever nature.

            1.02. Consideration. (a) Subject to the terms and conditions of this
Agreement,  in reliance on the  representations,  warranties  and  agreements of
TWINCENTRIC and the Shareholder  contained  herein,  and in consideration of the
sale,  assignment,  transfer and delivery of assets  referred to in Section 1.01
effective the First day of June 2004, IVP shall issue an aggregate of the number
of shares of its common stock,  par value $.001 per share ("Common  Stock"),  as
indicated in reference to the calculation indicated in Section 1.021 and Section
1.022.  IVP  shall  issue an  aggregate  number of Common  Stock  calculated  in
accordance  with Section 1.021 (the "Shares") in the name of the  Shareholder or
their  designees  and deliver the Shares to Tony McGurk,  or his  designees,  in
escrow (the  "Escrow")  which shall hold the Shares as escrow agent (the "Escrow
Agent")  and  release  the  Shares  to the  Shareholder  or their  designees  in
accordance  with the provisions of an escrow  agreement among all of the parties
hereto,  a  copy  of  which  is  attached  hereto  as  Exhibit  A  (the  "Escrow
Agreement").  The Shares  shall be released  from Escrow to the  Shareholder  as
described in Section 2.1, below.
<PAGE>

            1.021.  Calculation of Share Consideration.  The number of shares to
be provided to complete the purchase of  TWINCENTRIC  by IVP shall be determined
as Three Hundred and Fifty Thousand  United States  dollars,  then dividing that
figure by the weighted  average price of IVP shares obtained from the product of
the  weighted  average  closing  price of IVP  shares  on the  OTCBB for the two
trading  days  prior to the  effective  date,  plus the  volume and price on the
effective  date and the two trading days following the effective date to produce
the  number of shares,  ______________  to be  delivered  as  consideration.  In
addition IVP will also provide  1,000,000  shares to be  distributed to existing
employees of TWINCENTRIC.

            1.022.  Earn  Out:  Over the  next  four  quarters  as  measured  by
ActiveCore's  quarterly  cutoff,  the Shareholder shall be entitled to a further
allotment of Common Stock based on revenue  achievement of TWINCENTRIC  over and
above expected revenue attainment based on current sales levels as follows:

<TABLE>
<CAPTION>
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
       Quarter             Qtr 1 - FY 04           Qtr 2 - FY 04           Qtr 1 - FY 05           Qtr 2 - FY 05
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
<S>                    <C>                    <C>                      <C>                     <C>
                         July 1-Sept 30/04       Oct 1- Dec 31/04        Jan 1 - Mar 31/05       Apr 1 - June 30/05

---------------------- ---------------------- ------------------------ ----------------------- -----------------------
  Assumed sales US         Base 250,000            Base 250,000             Base 250,000            Base 250,000
       Dollars
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
   Potential sales         e.g. 300,000            e.g. 400,000             e.g. 500,000           e.g. 1,000,000
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
     Difference               50,000                  150,000                 250,000                 750,000
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
                                10%                     10%                     10%                     10%
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
   Monetary value              5,000                  15,000                   25,000                  75,000
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
    Assumed price         Price e.g. .05          Price e.g. .10           Price e.g. .15          Price e.g. .20
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
       Shares             100,000 shares          150,000 shares           166,666 shares          375,000 shares
---------------------- ---------------------- ------------------------ ----------------------- -----------------------
</TABLE>

The  entitlement  of the  Shareholder  to  Common  Stock  will be  issued to the
Shareholder within 30 days of the end of the relevant quarter.


                                       2
<PAGE>

1.03.  Closing.  The Closing of the transactions  contemplated by this Agreement
will take place at the offices of Twincentric no later than June 21, 2004.

                  (a) At the Closing,  the  shareholder  will deliver:  i) share
certificates  evidencing the shares of TWINCENTRIC being acquired by IVP hereby,
endorsed in favor of IVP;  (ii) copies of duly  executed  employment  agreements
between the  Shareholder  and IVP in the forms annexed  hereto as Exhibits A, B,
(collectively,  the  "Employment  Agreements");  and (iii) all other  previously
undelivered  documents  required to be  delivered by  TWINCENTRIC  and IVP at or
prior to the Closing in connection  with the  transactions  contemplated by this
Agreement.

                  (b) At the Closing,  IVP will deliver to  TWINCENTRIC  a board
resolution  evidencing  the  authorization  to issue  shares in the names of the
Shareholder  in the amounts  required as agreed to complete  the purchase of the
shares of TWINCENTRIC (i) a duly executed  Escrow  Agreement in the form annexed
hereto as Exhibit C; (ii) post closing -  certificates  evidencing the shares of
Common  Stock  issued  as  described  herein,  registered  in  the  name  of the
Shareholder or their designees,  which  certificates shall be held by the Escrow
Agent in accordance with the provisions of the Escrow  Agreement;  and (iii) all
previously  undelivered documents required to be delivered by IVP to TWINCENTRIC
or  the  Shareholder  at  or  prior  to  the  Closing  in  connection  with  the
transactions contemplated by this Agreement.

            1.04.  Further  Assurances.  After the Closing,  TWINCENTRIC and the
Shareholder  shall from time to time, at the request of IVP and without  further
cost or expense to IVP, execute and deliver such other instruments of conveyance
and transfer and take such other actions as IVP may reasonably request, in order
to more effectively consummate the transactions  contemplated hereby and to vest
in IVP good and  marketable  title to the  TWINCENTRIC  Stock being  transferred
hereunder.

                                   ARTICLE II
               TERMS OF ESCROW; OTHER AGREEMENTS AMONG THE PARTIES

            2.01. Release of Shares from Escrow.

                  (a) The  Shares  being  issued  into  Escrow  hereby  shall be
released to the Shareholder from Escrow following registration. It is understood
that the shares following registration will be subject to Rule 144 of the SEC in
the same manner as all  Directors  and  Officers of IVP.  The  shareholder  will
consult with the Chairman and CEO with regard to any  disposition of shares such
that any disposition  shall be done in an orderly manner and in keeping with the
best interests of the all the shareholder of the company and its management.


                                       3
<PAGE>

            2.02.  Satisfaction of Certain Financial  Obligations of Twincentric
Limited.  IVP guarantees the payment of all cash compensation  payable under and
in  accordance  with  the  terms  of the  Employment  Agreements.  See  attached
Schedules A, B,

            2.03.  Transfer  Restrictions (a) The Shares may only be disposed of
after  they have been  released  to the  shareholder  from  Escrow and then only
pursuant to an effective  registration  statement  under the  Securities  Act or
pursuant to an available  exemption from or in a transaction  not subject to the
registration requirements thereof. In connection with any transfer of any Shares
other than pursuant to an effective registration statement,  IVP may require the
transferor  thereof to provide  to IVP an  opinion  of counsel  selected  by the
transferor,  the  form  and  substance  of which  opinion  shall  be  reasonably
satisfactory  to  IVP,  to the  effect  that  such  transfer  does  not  require
registration under the Securities Act of 1933 (the "Securities Act").

            (b) The Shareholder agree to the imprinting,  so long as is required
by this Section 2.03, of a legend on the  certificates  representing  the Shares
substantially in the following form:

            THESE  SHARES  HAVE NOT BEEN  REGISTERED  WITH  THE  SECURITIES  AND
            EXCHANGE  COMMISSION  OR THE  SECURITIES  COMMISSION OF ANY STATE IN
            RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),  AND,  ACCORDINGLY,
            MAY  NOT  BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
            REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT OR PURSUANT TO AN
            AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT TO, THE
            REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT AND IN ACCORDANCE
            WITH APPLICABLE STATE SECURITIES LAWS.

            2.04. Registration Rights with Respect to the Shares.

                  (a) Inclusion of Shares in Next  Registration  Statement.  IVP
shall include the Shares in the next  registration  statement  filed by it under
the  Securities Act  ("Registration  Statement"),  and,  subject to its right to
withdraw such filing as described below, shall use its best efforts to cause the
effectiveness  of the  Registration  Statement within ninety (90) days after the
filing thereof. Any such Registration  Statement may include other shares of IVP
Stock which IVP is obligated to register.  IVP shall maintain the  effectiveness
of the Registration Statement until the expiration of a period which is one year
after  the  Registration  Statement  is  declared  effective  by the SEC or such
earlier  date  when all  Shares  have been  sold or may be sold  without  volume
restrictions  pursuant to Rule 144(k)  promulgated  under the Securities Act, as
determined  by  counsel  to IVP  pursuant  to a written  opinion  letter to such
effect, addressed and acceptable to IVP's transfer agent.


                                       4
<PAGE>

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

                  (c) Additional  Registration  Procedures.  In connection  with
IVP's obligations to file a Registration Statement, it shall:

                        (i)  Notify  the  Shareholder  promptly  after  it shall
receive notice thereof, of the time when such Registration  Statement has become
effective with the SEC or a supplement to any prospectus  forming a part of such
Registration Statement (a "Prospectus") has been filed.

                        (ii)  Notify the  Shareholder  of any request by the SEC
for the amending or supplementing of such  Registration  Statement or Prospectus
or for additional information.

                        (iii) Prepare and file with the SEC such  amendments and
supplements to such  Registration  Statement and  Prospectus  used in connection
therewith as may be necessary to keep such Registration  Statement effective and
to comply with the provisions of the Securities Act with respect to the offer of
Shares covered by such  Registration  Statement  during the period  required for
distribution of such Shares, as provided in Section 2.04(a), above.


                                       5
<PAGE>

                        (iv) Furnish to the Shareholder such number of copies of
the Prospectus (including any preliminary  prospectus or supplemental or amended
prospectus) as the Shareholder may reasonably request in order to facilitate the
sale and distribution of the Shares.


                        (v) Prepare and file promptly with the SEC, and promptly
notify the  Shareholder  of the filing of, such  amendment or supplement to such
Registration  Statement or  Prospectus as may be necessary to correct any untrue
statements  of fact or  omissions  to  state  any  facts  necessary  to make the
statements  therein not misleading in light of the  circumstances  in which they
were made.

                        (vi) Advise the Shareholder,  promptly after it receives
notice or obtains  knowledge  thereof,  of the issuance of any stop order by the
SEC  suspending  the  effectiveness  of  such  Registration   Statement  or  the
initiation or  threatening  of any  proceeding for that purpose and promptly use
its best  efforts to  prevent  the  issuance  of any stop order or to obtain its
withdrawal if such stop order should be issued.

                        (vii)  Prepare and file with the SEC,  promptly upon the
request  of any of the  Shareholder,  any  amendments  or  supplements  to  such
Registration  Statement or Prospectus  which,  in the opinion of counsel for the
Shareholder,  is required under the Securities Act or the rules and  regulations
there  under  in  connection  with  the   distribution  of  the  Shares  by  the
Shareholder.

                        (viii) Use its best  efforts to  register or qualify the
Shares covered by each  Registration  Statement  under such state  securities or
blue sky laws of such  jurisdictions as the Shareholder and any underwriters may
reasonably  request;  provided,  that IVP shall not be  required  to execute any
general  consent to service of process or to qualify to do business as a foreign
corporation  in any  jurisdiction  where  it is not so  qualified  and  provided
further that any such  qualification or registration shall not exceed $5,000 for
any one jurisdiction.

                  (d) IVP may  require  the  Shareholder  to furnish to IVP such
information  regarding  the  distribution  of  the  Shares  and  the  beneficial
ownership  of  the  Shares  as is  required  by  law  to  be  disclosed  in  the
Registration  Statement and IVP may exclude from such registration Shares of any
holder who unreasonably  fails to furnish such  information  within a reasonable
time after receiving such request.


                                       6
<PAGE>

                  (e) If the  Registration  Statement  refers  to any  holder of
Shares by name or otherwise as the holder of any  securities  of IVP,  then such
holder of Shares  shall have the right to  require  (if such  reference  to such
holder of Shares by name or otherwise is not required by the  Securities  Act or
any similar Federal statute then in force) the deletion of the reference to such
holder in any  amendment or supplement to the  Registration  Statement  filed or
prepared subsequent to the time that such reference ceases to be required.

                  (f) Each holder of Shares  agrees by its  acquisition  of such
Shares  that it will  not  offer  or sell  any  Shares  under  the  Registration
Statement  until  it has  received  copies  of the  prospectus  included  in the
Registration  Statement as then amended or supplemented and notice from IVP that
such  Registration  Statement  and any  post-effective  amendments  thereto have
become  effective and that such holder will comply with the prospectus  delivery
requirements  of the Securities Act as applicable to it in connection with sales
of Shares pursuant to the Registration Statement.

                  (g) Each holder of Shares  agrees by its  acquisition  of such
Shares that, upon receipt of a notice from IVP of the occurrence of any event of
the kind described in this Section 5.01 such holder will  forthwith  discontinue
disposition  of  Shares  until  such  holder's  receipt  of  the  copies  of the
supplemented  prospectus and/or amended Registration  Statement,  or until it is
advised  in  writing  by IVP that the use of the  applicable  prospectus  may be
resumed.

                  (h) Expenses. All expenses incident to IVP's performance of or
compliance  with  this  undertaking  in this  Section  2.04,  including  without
limitation all registration and filing fees (other than  registration and filing
fees in excess of $5,000 imposed by state securities or blue sky laws), printing
expenses, messenger and delivery expenses, and fees and disbursements of counsel
for  IVP  and  all  independent   certified  public  accountants,   underwriters
(excluding  discounts and  commissions)  and other persons  retained by IVP (all
such expenses  being herein called  "Registration  Expenses"),  will be borne by
IVP. IVP will,  in all events,  pay its internal  expenses  (including,  without
limitation,  all salaries and expenses of its officers and employees  performing
legal or accounting duties),  the expense of any annual audit and the expense of
any liability  insurance.  IVP shall not be  responsible  for any  commission or
selling  expenses  incurred  by the  Shareholder  of Shares,  fees of counsel or
accountants  retained  by  Shareholder  or of any  other  fees not  specifically
referenced above.


                                       7
<PAGE>

                  (i) Reporting  Requirements Under the Securities  Exchange Act
of 1934. IVP shall timely file all such information,  documents,  and reports as
the SEC may  require  or  prescribe  under  either  Section  13 or  15(d) of the
Exchange  Act.  IVP shall,  whenever  requested by the  Shareholder,  notify the
Shareholder,  in  writing  whether  IVP  has,  as of the date  specified  by the
Shareholder,  complied with the Exchange Act reporting  requirements to which it
is  subject  for a period  prior  to such  date as  shall  be  specified  by the
Shareholder.  IVP  acknowledges and agrees that the purposes of the requirements
contained in this Section  2.04(i) are: (I) to enable the  Shareholder to comply
with the current public  information  requirement  contained in Paragraph (c) of
Rule 144 under the Act should the Shareholder ever wish to dispose of any of the
Shares without  registration  under the Securities Act in reliance upon Rule 144
(or any equivalent successor provision);  and (II) to qualify IVP for the use of
registration  statements  on Form S-3,  or its  equivalent  successor  form,  in
connection with secondary  distributions of securities of IVP. In addition,  IVP
shall take such other measures and file such other information,  documents,  and
reports  as  shall  hereafter  be  required  by the  SEC as a  condition  to the
availability  of Rule 144 under the Securities Act (or any equivalent  successor
provision), including, without limitation, using its best efforts to assure that
there shall be available at all times adequate public  information  with respect
to IVP and the IVP Stock.  The  obligation  to make  available  adequate  public
information  and  otherwise  take  such  measures   necessary  to  maintain  the
availability  of Rule 144 shall  continue  in the event that IVP shall  cease to
become subject to the filing  requirements of Section 13 or Section 15(d) of the
Exchange Act.

                  (j) Indemnification

                        (i)  Indemnification by IVP. IVP shall,  notwithstanding
any termination of this Agreement,  indemnify and hold harmless each Shareholder
to the fullest extent  permitted by applicable law, from and against any and all
losses, claims, damages, liabilities,  settlements, judgments, costs (including,
without  limitation,  costs of preparation and reasonable  attorneys'  fees) and
expenses (collectively,  "Losses"),  incurred, arising out of or relating to any
untrue  or  alleged  untrue  statement  of a  material  fact  contained  in  the
Registration   Statement,   or  any   prospectus   forming  a  part  thereof  (a
"Prospectus"),  or in any amendment or supplement thereto, or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein  (in the case of any  Prospectus  or form of  prospectus  or
supplement  thereto,  in light of the circumstances  under which they were made)
not  misleading,  except to the extent that such untrue  statements or omissions
are based  solely upon  information  regarding  such  Shareholder  furnished  in
writing to IVP by or on behalf of such Shareholder expressly for use therein, or
to the  extent  that  such  information  relates  to  such  Shareholder  or such
Shareholder's  proposed  method of  distribution  of Shares and was reviewed and
expressly  approved  in writing  by such  Shareholder  expressly  for use in the
Registration  Statement,  such  Prospectus  or such form of prospectus or in any
amendment or supplement thereto, provided,  however, that under no circumstances
shall any Shareholder  who is an officer or director of IVP and  participated in
the preparation and filing of any such Registration  Statement and Prospectus be
relieved from primary liability under the Securities Act or Securities  Exchange
Act for material  misstatements or omissions in said  Registration  Statement or
Prospectus. IVP shall notify the Shareholder promptly of the institution, threat
or assertion of any action, claim, suit, investigation or proceeding (including,
without  limitation,   an  investigation  or  partial  proceeding,   such  as  a
deposition),   whether  commenced  or  threatened   (herein  referred  to  as  a
"Proceeding")  of  which  IVP is  aware  in  connection  with  the  transactions
contemplated by this Agreement.


                                       8
<PAGE>

                        (ii)   Indemnification   by   the   Shareholder.    Each
Shareholder shall,  severally and not jointly,  indemnify and hold harmless IVP,
its  directors,  officers,  agents and  employees,  each Person who controls IVP
(within  the meaning of Section 15 of the  Securities  Act and Section 20 of the
Securities  Exchange  Act), to the fullest extent  permitted by applicable  law,
from and against all Losses (as determined by a court of competent  jurisdiction
in a final  judgment not subject to appeal or review)  arising  solely out of or
based  solely upon any untrue  statement  of a material  fact  contained  in the
Registration Statement,  any Prospectus,  or any form of prospectus,  or arising
solely out of or based solely upon any omission of a material  fact  required to
be stated therein or necessary to make the statements  therein not misleading to
the  extent,  that  such  untrue  statement  or  omission  is  contained  in any
information so furnished in writing by such  Shareholder to IVP specifically for
inclusion in the Registration Statement or such Prospectus or to the extent that
such  information  relates to such  Shareholder or such  Shareholder's  proposed
method of  distribution  of Shares and was  reviewed and  expressly  approved in
writing by such  Shareholder  expressly for use in the  Registration  Statement,
such Prospectus or such form of Prospectus and as otherwise  provided in Section
2.04(j)(i), above.

                        (iii)  Conduct of  Indemnification  Proceedings.  If any
Proceeding shall be brought or asserted against any person entitled to indemnity
hereunder (an "Indemnified Party"), such Indemnified Party promptly shall notify
the person from whom indemnity is sought (the "Indemnifying  Party") in writing,
and the  Indemnifying  Party shall  assume the defense  thereof,  including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided,  that the failure of any  Indemnified  Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party.


                                       9
<PAGE>

            An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

            All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
business days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).


                                       10
<PAGE>

                  (iv)  Contribution.  If  a  claim  for  indemnification  under
Section 2.04(j)(i) or 2.04(j)(ii) is unavailable to an Indemnified Party because
of  a  failure  or  refusal  of  a   governmental   authority  to  enforce  such
indemnification  in  accordance  with its terms (by  reason of public  policy or
otherwise),   then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 2.04(j)(ii),  any reasonable  attorneys'
or other  reasonable fees or expenses  incurred by such party in connection with
any  Proceeding  to the extent such party would have been  indemnified  for such
fees  or  expenses  if the  indemnification  provided  for in this  Section  was
available to such party in accordance with its terms.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant to this Section  2.04(j)(iv)  were determined by pro rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding  the  provisions of this Section  2.04(j)(iv),  the  Shareholder
shall not be required to contribute,  in the aggregate,  any amount in excess of
the amount of proceeds actually received by the Shareholder from the sale of the
Shares. No person guilty of fraudulent  misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution  from any
Person who was not guilty of such fraudulent misrepresentation.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.


                                       11
<PAGE>

                  (v) The  obligations  of IVP and the  Shareholder  under  this
Section  2.04(j)  shall  survive the  completion  of any offering of Shares in a
registration statement under this Section 2.04, and otherwise.

            2.05. Assignment of Registration Rights. The rights of a Shareholder
to have the Shares  registered  hereunder shall be  automatically  assignable by
such Shareholder to any assignee or transferee of all or a portion of the Shares
without  the  consent  of IVP but only (a) after  such time as Shares  have been
released  from Escrow and vested  with a  Shareholder;  (b) if such  Shareholder
agrees in writing with the  transferee or assignee to assign such rights,  and a
copy of such  agreement is furnished to IVP within a reasonable  time after such
assignment,  (c) if IVP is,  within a  reasonable  time after such  transfer  or
assignment,  furnished  with written  notice of (i) the name and address of such
transferee  or  assignee,   and  (ii)  the  securities   with  respect  to  such
registration rights are being transferred or assigned,  and (d) if, at or before
the time IVP  receives  the written  notice  contemplated  by clause (c) of this
Section,  the  transferee or assignee  agrees in writing with IVP to be bound by
all of the provisions of this Agreement. The rights to assignment shall apply to
the Shareholder' (and to subsequent) successors and assigns.

            2.06.  Confidentiality.  Each party  hereto will hold and will cause
its consultants and advisors to hold in strict  confidence,  unless compelled to
disclose  by  judicial  or  administrative  process  or, in the  opinion  of its
counsel, by other requirements of law, all documents and information  concerning
the other  party  furnished  it by such other  party or its  representatives  in
connection with the transactions  contemplated by this Agreement  (except to the
extent that such  information can be shown to have been (i) previously  known by
the party to which it was furnished,  (ii) in the public domain through no fault
of such party, or (iii) later lawfully  acquired from other sources by the party
to which it was  furnished),  and each party will not release or  disclose  such
information  to any other  person,  except its  auditors,  attorneys,  financial
advisors,  bankers and other  consultants  and advisors in connection  with this
Agreement.   If  the  transactions   contemplated  by  this  Agreement  are  not
consummated,  such  confidence  shall be  maintained  except to the extent  such
information  comes into the public domain through no fault of the party required
to  hold  it in  confidence,  and  such  information  shall  not be  used to the
detriment of, or in relation to any  investment in, the other party and all such
documents  (including  copies  thereof)  shall be  returned  to the other  party
immediately  upon the written  request of such other party.  Each party shall be
deemed  to  have  satisfied  its  obligation  to hold  confidential  information
concerning  or supplied by the other party if it  exercises  the same care as it
takes to preserve confidentiality for its own similar information.


                                       12
<PAGE>

                                   ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF IVP


            IVP hereby represents, covenants and warrants to TWINCENTRIC and the
Shareholder as follows:

            3.01.  Corporate  Organization;  Etc.  IVP  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada and has full corporate power and authority to carry on its business as it
is now being  conducted and to own the  properties  and assets it now owns.  The
copies of the Certificate of Incorporation and By-Laws of IVP attached hereto as
Exhibits  D and E,  respectively,  are  complete  and  correct  copies  of  such
instruments as presently in effect.

            3.02.  Capitalization of IVP. As of the date of this Agreement,  the
authorized  capital stock of IVP consists of 500,000,000 shares of Common Stock,
$.001  par  value  per  share,  of  which  426,875,692  shares  are  issued  and
outstanding.  All issued  and  outstanding  shares of  capital  stock of IVP are
validly  issued,  fully paid and  nonassessable.  Except as described in Section
3.02  of the  Disclosure  Schedule,  there  are no  outstanding  (a)  securities
convertible into or exchangeable for IVP capital stock; (b) options, warrants or
other  rights to purchase or  subscribe  to capital  stock of IVP or  securities
convertible  into or  exchangeable  for capital stock of IVP; or (c)  contracts,
commitments, agreements,  understandings or arrangements of any kind relating to
the issuance of any capital stock of IVP, any such  convertible or  exchangeable
securities or any such options, warrants or rights.

            3.03.  Subsidiaries and Affiliates.  Except as described in its most
recent 10-QSB  filing,  IVP does not own,  directly or  indirectly,  any capital
stock or other  equity  securities  of any  corporation  or have any  direct  or
indirect equity or ownership interest in any business.

            3.04. Authorization, Etc. IVP has full corporate power and authority
to enter  into this  Agreement  and to carry out the  transactions  contemplated
hereby.  The Board of  Directors  of IVP has taken all action  required  by law,
IVP's Articles of Incorporation, its By-Laws or otherwise to be taken by them to
authorize the execution and delivery of this Agreement and the  consummation  of
the transactions contemplated hereby, and, this Agreement is a valid and binding
agreement of IVP enforceable in accordance with its terms,  except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors'  rights,
(ii) the  remedy of  specific  performance  and  injunctive  and other  forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
the court  before  which any  proceeding  therefore  may be  brought,  and (iii)
enforceability   of  Section  2.04(j)  of  this  Agreement  may  be  subject  to
limitations of public policy under Federal and State securities laws.


                                       13
<PAGE>

            3.05.  No  Violation.  Neither the  execution  and  delivery of this
Agreement nor the  consummation  of the  transactions  contemplated  hereby will
violate any  provision of the Articles of  Incorporation  or By-Laws of IVP, or,
violate,  or be in conflict  with,  or  constitute a default (or an event which,
with notice or lapse of time or both,  would  constitute  a default)  under,  or
result in the  termination  of, or accelerate  the  performance  required by, or
cause the acceleration of the maturity of any debt or obligation pursuant to, or
result in the creation or  imposition  of any security  interest,  lien or other
encumbrance  upon  any  property  or  assets  of IVP  under,  any  agreement  or
commitment  to which IVP is a party or by which  IVP is  bound,  or to which the
property  of IVP is  subject,  or violate  any  statute or law or any  judgment,
decree, order, regulation or rule of any court or governmental authority.


            3.06.  SEC Reports.  The Annual Report of IVP on Form 10-KSB for the
year ended  December 31, 2003 filed under the  Securities  Exchange Act, and all
other  reports  and  Proxy  Statements  required  to be filed by IVP  under  the
Securities  Exchange  Act since  April 24,  2000 (the date upon which IVP became
subject to the reporting requirements of the Securities Exchange Act), have been
duly by IVP and were in compliance  with the  requirements  of their  respective
reports forms.

            3.07.  Financial   Statements.   IVP  has  heretofore  delivered  to
TWINCENTRIC:  (i) a  consolidated  balance sheet of IVP as at December 31, 2003;
and  consolidated  statements  of income,  changes in  stockholders'  equity and
changes in financial position for each of the years then ended, all certified by
Weinberg  & Company,  P.A.,  independent  certified  public  accountants,  whose
reports thereon are included therein.  Such consolidated  balance sheets and the
notes  thereto  are  true,   complete  and  accurate  and  fairly   present  the
consolidated  assets,  liabilities  and  financial  condition of IVP and the IVP
Subsidiary at the respective dates thereof, and such consolidated  statements of
income,  changes in stockholders'  equity and changes in financial  position and
the notes thereto are true, complete and accurate and fairly present the results
of  operations  for the periods  therein  referred  to; all in  accordance  with
generally accepted  accounting  principles  consistently  applied throughout the
periods  involved  except,  in the case of  unaudited  statements,  for normally
recurring  year-end  adjustments,  which adjustments will not be material either
individually or in the aggregate.


                                       14
<PAGE>

            3.08. Interim  Operations.  Since the date of the Balance Sheet, the
business  of IVP has  been  conducted  only in the  ordinary  and  usual  course
consistent with past practice.  Since the date of the Balance Sheet,  there have
not been any material  adverse  changes in the  financial  condition,  assets or
results of operations of IVP or the IVP Subsidiary. Since such date, such assets
have not been affected in any way as a result of flood, fire, explosion or other
casualty  (whether  or not  covered  by  insurance).  IVP is  not  aware  of any
circumstances  which may cause it to suffer any material  adverse  change in its
business, operations or prospects.


            3.09. Patents, Trademarks, Trade Names, Etc. As more fully described
in its most recent 10KSB,  IVP is licensed to use all  technology,  know-how and
processes  used in or necessary  for the conduct of the  business as  heretofore
conducted.

            3.10.  Leases.  IVP is not party to any  lease for real or  personal
property except as described in its most recent 10-KSB.

            3.11. Orders and Returns. As of the date of this Agreement, IVP does
not have any commitments or unfulfilled  orders for the sale of merchandise.  As
of the date of this  Agreement,  there are no claims  against  IVP to return any
merchandise.

            3.12.   Agreements  in  Full  Force  and  Effect.   All   contracts,
agreements,  policies and licenses  referred to in the  Disclosure  Schedule are
valid and in full force and effect, and true copies thereof have been heretofore
made available to TWINCENTRIC and the shareholder.


            3.13. Litigation.  There is no action, suit, inquiry,  proceeding or
investigation  by or before any court or  governmental  or other  regulatory  or
administrative  agency or commission pending threatened against or involving IVP
or the IVP  Subsidiary,  or which  questions or challenges  the validity of this
Agreement or any action  taken or to be taken by IVP pursuant to this  Agreement
or in  connection  with the  transactions  contemplated  hereby.  Neither IVP is
subject to any  judgment,  order or decree  entered in any lawsuit or proceeding
which may have an adverse effect on its business  practices or on its ability to
acquire any property or conduct its business in any area.


                                       15
<PAGE>

            3.14.  Disclosure.  No  representations or warranties by IVP in this
Agreement  and no  statement  contained  in  any  document  (including,  without
limitation,  financial statements and the Disclosure Schedule),  certificate, or
other  writing  furnished  or to be  furnished  by  IVP  to  TWINCENTRIC  or the
shareholder or any of its  representatives  pursuant to the provisions hereof or
in  connection  with the  transactions  contemplated  hereby,  contains  or will
contain any untrue statement of material fact or omits or will omit to state any
material fact necessary,  in light of the circumstances under which it was made,
in order to make the statements herein or therein not misleading.


                                   ARTICLE IV
        REPRESENTATIONS AND WARRANTIES OF TWINCENTRIC AND THE SHAREHOLDER

            TWINCENTRIC and the  Shareholder,  jointly and severally,  represent
and warrant to IVP as follows:

            4.01. Corporate Organization; Etc. TWINCENTRIC is a corporation duly
organized,  validly  existing and in good standing  under the laws of the United
Kingdom respectively.  All the issued and outstanding shares of capital stock of
TWINCENTRIC  (i) has been duly authorized by all necessary  corporation  action,
(ii) are  validly  issued,  fully  paid and  nonassessable  and are owned by the
Shareholder.

            4.02. Authorization;  Etc. TWINCENTRIC and the Shareholder have full
corporate  power and authority to enter into this Agreement and to carry out the
transactions  contemplated  hereby.  The Board of Directors of TWINCENTRIC  have
taken all action required by law, their Articles of Incorporation and By-Laws or
otherwise to authorize  the  execution  and delivery of this  Agreement  and the
transactions  contemplated  hereby,  and this  Agreement  is a valid and binding
agreement of TWINCENTRIC  enforceable  in accordance  with its terms except that
(i) such enforcement may be subject to bankruptcy,  insolvency,  reorganization,
moratorium  or other  similar  laws  now or  hereafter  in  effect  relating  to
creditors'  rights,  (ii) the remedy of specific  performance and injunctive and
other forms of equitable relief may be subject to equitable  defenses and to the
discretion of the court before which any proceeding therefor may be brought, and
(iii)  enforceability  of Section  2.04(j) of this  Agreement  may be subject to
limitations  of public policy under  Federal,  Provincial  and State  securities
laws.


                                       16

            4.03.  No  Violation.  Neither the  execution  and  delivery of this
Agreement nor the  consummation  of the  transactions  contemplated  hereby will
violate  any  provisions  of  the  Articles  of   Incorporation  or  By-Laws  of
TWINCENTRIC , or violate, or be in conflict with, or constitute a default under,
or cause the acceleration of the maturity of any debt or obligation pursuant to,
any  agreement  or  commitment  to  which  TWINCENTRIC  is a party  or by  which
TWINCENTRIC  is bound,  or violate any statute or law or any  judgment,  decree,
order, regulation or rule of any court or governmental authority.

            4.04  Maximum  Liability.  Notwithstanding  any other  terms of this
Agreement  relating to the  liability  by  Twincentric  or the  Shareholder  the
aggregate  liability of the Shareholder arising under or in connection with this
Agreement  shall not exceed  Three  Hundred  and Fifty  Thousand  United  States
dollars.


            4.05.  Ownership  of  TWINCENTRIC  Shares.  Each of the  Shareholder
represents  and  warrants  to IVP that he is the sole  lawful,  beneficial,  and
record owner of the shares of TWINCENTRIC and Stock listed on Schedule E hereto,
free of any liens, charges, security interests or encumbrances, and has good and
marketable title to such shares.


            4.06. Investment Intent as to the Shares. Each of the Shareholder is
acquiring the Shares for his own account, for investment and not with a view to,
or for sale in  connection  with,  any  distribution  of such shares or any part
thereof, without prejudice, however, to such Shareholder's right, subject to the
provisions of this Agreement,  at all times to sell or otherwise  dispose of all
or any part of the Shares pursuant to an effective  registration statement under
the Securities Act and in compliance  with applicable  state  securities laws or
under an exemption from such registration.

            4.07.  No   Registration   of  Shares.   Each  of  the   Shareholder
acknowledges  that the Shares have not been registered under the Securities Act,
and that, except as provided in Article II hereof, IVP is under no obligation to
register  under the  Securities  Act the  shares of IVP  Stock  being  issued to
TWINCENTRIC or the Shareholder hereunder.

            4.08.  Power and Authority.  Each of the Shareholder has full right,
power,  and  authority  to execute and deliver,  and to perform his  obligations
under,  this  Agreement  and that  this  Agreement  has been duly  executed  and
delivered by him and constitutes his valid and binding obligation.


                                       17
<PAGE>

            4.09.  Further  Assurances.  Each Shareholder shall take any further
action or execute such further instruments as may be necessary to effectuate the
terms of this Agreement.

                                    ARTICLE V
                                COVENANTS OF IVP


                IVP hereby covenants and agrees with TWINCENTRIC:

            5.01.  Full Access.  IVP shall afford to  TWINCENTRIC,  its counsel,
accountants  and  other  representatives  full  access to the  plants,  offices,
warehouses,  properties,  books and records of IVP in order that TWINCENTRIC may
have full opportunity to make such  investigations as it shall desire to make of
the affairs of IVP.

            5.02. Covenant to Satisfy Conditions.  IVP will use its best efforts
to insure  that the  conditions  set forth in Article  VI hereof are  satisfied,
insofar as such matters are within the control of any of them.

            5.03.  Certificates.  At the Closing,  IVP will furnish  TWINCENTRIC
with such  certificates  of its officers and others to evidence  compliance with
the  covenants  set forth in this  Article V as may be  reasonably  requested by
TWINCENTRIC.


                                   ARTICLE VI
          CONDITIONS TO TWINCENTRIC'S AND THE SHAREHOLDER' OBLIGATIONS

            Each and every obligation of TWINCENTRIC  under this Agreement to be
performed on or before the Closing shall be subject to the  satisfaction,  on or
before  the  Closing,  of each of the  following  conditions,  unless  waived in
writing by TWINCENTRIC:


            6.01.  Representations  and Warranties True. The representations and
warranties  of IVP contained  herein shall be in all material  respects true and
accurate  as of the date when made and at and as of the  Closing as though  such
representations  and  warranties  were made at and as of such  date,  except for
changes expressly permitted or contemplated by the terms of this Agreement.


                                       18
<PAGE>


      6.02.  Performance.  IVP  shall  have  performed  and  complied  with  all
agreements,  obligations  and  conditions  required  by  this  Agreement  to  be
performed or complied with by them on or prior to the Closing.

      6.03.  No  Governmental   Proceeding  or  Litigation.   No  suit,  action,
investigation,  inquiry or other  proceeding by any  governmental  body or other
person or legal or  administrative  proceeding  shall  have been  instituted  or
threatened  which  questions  the  validity  or  legality  of  the  transactions
contemplated hereby.

      6.04.  Certificates.  IVP  shall  have  furnished  TWINCENTRIC  with  such
certificates  of their  officers  and  others to  evidence  compliance  with the
conditions  set  forth in this  Article  VI as may be  reasonably  requested  by
TWINCENTRIC.

                                   ARTICLE VII
                  CONDUCT OF IVP'S BUSINESS PENDING THE CLOSING

      Pending the  Closing,  and except as otherwise  expressly  consented to or
approved by TWINCENTRIC in writing:

      7.01.  Regular  Course  of  Business.  IVP  will  carry  on  its  business
diligently and substantially in the same manner as heretofore conducted, and IVP
shall not  institute  any new methods of  manufacture,  purchase,  sale,  lease,
management,  accounting or operation or engage in any  transaction  or activity,
enter into any agreement or make any  commitment,  except in the ordinary course
of business and consistent with past practice.

      7.02. Amendments. Except as otherwise described in and required by Section
6.04  hereof,  IVP shall not change or amend its  Articles of  Incorporation  or
By-Laws.

      7.03. Capital Changes; Dividends,  Redemptions. IVP will not issue or sell
any shares of its capital stock or other securities  except in connection with a
financing  transaction which results in IVP receiving  working capital,  acquire
directly or  indirectly,  by redemption or  otherwise,  any such capital  stock,
reclassify  or split-up any such  capital  stock,  declare or pay any  dividends
thereon in cash,  securities  or other  property or make any other  distribution
with respect  thereto,  or grant or enter into any options,  warrants,  calls or
commitments of any kind with respect thereto.


                                       19
<PAGE>

      7.04. Compliance with Laws. IVP shall duly comply with all laws applicable
to it and its properties, operations, business and employees.

      7.05. SEC Reports.  IVP will duly file all reports required to be filed by
it with the SEC pursuant to the Securities Exchange Act.

                                  ARTICLE VIII
                           TERMINATION AND ABANDONMENT

      8.01. Methods of Termination.  The transactions contemplated herein may be
terminated and/or abandoned at any time but not later than the Closing:

            (a) By mutual consent of the  respective  Boards of Directors of IVP
and TWINCENTRIC; or

            (b) By the Board of  Directors of  TWINCENTRIC  on or after June 18,
2004 , or such later date as may be established pursuant to Section 1.03 hereof,
if any of the conditions  provided for in Article VI of this Agreement shall not
have been met or waived in writing by TWINCENTRIC prior to such date.

      8.02.  Procedure  Upon  Termination.  In  the  event  of  termination  and
abandonment  of this Agreement  pursuant to Section 8.01 hereof,  written notice
thereof  shall  forthwith  be  given to the  other  party  and the  transactions
contemplated by this Agreement  shall be terminated  and/or  abandoned,  without
further action by IVP or TWINCENTRIC.  If the transactions  contemplated by this
Agreement are terminated and/or abandoned as provided herein:

            (a) Each party will redeliver all  documents,  work papers and other
material of any other party relating to the  transactions  contemplated  hereby,
whether  so  obtained  before  or  after  the  execution  hereof,  to the  party
furnishing the same;

            (b) All confidential  information  received by any party hereto with
respect to the business of any other party or its subsidiaries  shall be treated
in accordance with Section 2.06 hereof; and

            (c) No party hereto shall have any  liability or further  obligation
to any other party to this Agreement except as stated in  subparagraphs  (a) and
(b) of this Section 8.02.


                                       20
<PAGE>

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

      9.01.  Amendment  and  Modification.   Subject  to  applicable  law,  this
Agreement may be amended,  modified and supplemented by written agreement of the
respective  Boards of Directors of IVP and  TWINCENTRIC  or by their  respective
officers authorized by such Boards of Directors at any time prior to the Closing
with respect to any of the terms contained herein.

      9.02.  Waiver of  Compliance.  Any  failure  of IVP,  on the one hand,  or
TWINCENTRIC , on the other, to comply with any obligation,  covenant,  agreement
or condition  herein may be  expressly  waived in writing by the Chairman of the
Board.  President or a Vice President of IVP or TWINCENTRIC , respectively,  but
such waiver or failure to insist upon strict  compliance  with such  obligation,
covenant,  agreement or condition  shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.

      9.03.  Expenses;  Transfer  Taxes,  Etc  Whether  or not  the  transaction
contemplated by this Agreement  shall be  consummated,  IVP agrees that all fees
and expenses  incurred by it in connection with this Agreement shall be borne by
it  and  TWINCENTRIC  agrees  that  all  fees  and  expenses  incurred  by it in
connection  with  this  Agreement  shall  be  borne  by it,  including,  without
limitation as to IVP or TWINCENTRIC,  all fees of counsel and  accountants.  IVP
agrees that it will pay all sales,  transfer or other taxes which may be payable
in connection with the transactions contemplated by this Agreement.


      9.04. Notices.  All notices,  requests,  demands and other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or mailed,  certified  or  registered  mail
with postage prepaid:

                                   (a)     If to IVP, to:

                                           Brian MacDonald IVP
                                           Technology Corporation
                                           d.b.a. ActiveCore Technologies, Inc.
                                           156 Front Street West, Suite 210
                                           Toronto, Ontario, Canada, M5J 2L6


                                       21
<PAGE>

or to such  other  person or  address as IVP shall  furnish  to  TWINCENTRIC  in
writing.

                                 (b)  If to TWINCENTRIC or the Shareholder, to:
                                           Mr. Tony McGurk
                                           6 A  Eagle Industrial Estate
                                           Witney, Oxfordshire, OX28 4AW

or to such  other  person or  address  as  TWINCENTRIC  shall  furnish to IVP in
writing.

      9.05. Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  permitted  assigns,  but neither this  Agreement nor any of the
rights,  interests  or  obligations  hereunder  shall be  assigned by any of the
parties hereto without the prior written consent of the other parties.

      9.06. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance  with the internal laws of the England  without regard to
the  principles  of  conflicts of law  thereof.  Each party  hereby  irrevocably
submits to the  non-exclusive  jurisdiction of the English courts sitting in the
City of London,  for the adjudication of any dispute  hereunder or in connection
herewith or with any transaction  contemplated  hereby or discussed herein,  and
hereby  irrevocably  waives,  and  agrees  not to assert in any suit,  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such suit,  action or proceeding  is improper.  Each party
hereby  irrevocably  waives personal  service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under this  Agreement  and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.

      9.07.   Execution.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.


                                       22
<PAGE>

      9.08.  Construction.  The parties hereto 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 construed
as if drafted jointly by the parties and no presumption  shall arise favoring or
disfavoring  any party by virtue of the  authorship of any of the  provisions of
this  Agreement.  Any  reference to any federal,  state or local  statute or law
shall be  deemed  to also to  refer to all  rules  and  regulations  promulgated
thereunder,  unless the context requires  otherwise.  The word "including" shall
mean including without limitation.  The parties intend that each representation,
warranty or covenant  contained herein shall have independent  significance.  If
any party has breached any  representation,  warranty or covenant  herein in any
respect, the fact that there exists another representation, warranty or covenant
relating  to the same  subject  matter  (regardless  of the  relative  levels of
specificity) which the party has not breached shall not detract from or mitigate
the fact that the party is in breach of the first  representation,  warranty  or
covenant.

      9.09.  Severability.  In case  any one or more of the  provisions  of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefor,  and upon so agreeing,  shall incorporate such substitute provision in
this Agreement.

      9.10.  Headings.  The  headings  of the  Sections  and  Articles  of  this
Agreement  are inserted  for  convenience  only and shall not  constitute a part
hereof or affect in any way the meaning or interpretation of this Agreement.

      9.11.  Third  Parties.  Except as  specifically  set forth or  referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or  corporation  other than the parties hereto
and their  successors or assigns,  any rights or remedies  under or by reason of
this Agreement.

      9.12. Entire Agreement. This Agreement, including the Exhibits hereto, the
Disclosure Schedule and the other documents and certificates  delivered pursuant
to the terms hereof,  set forth the entire  agreement and  understanding  of the
parties hereto in respect of the subject matter contained herein,  and supersede
all  prior  agreements,  promises,  covenants,   arrangements,   communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto.


                                       23
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed and their respective  corporate seals to be affixed hereto, all as
of the day and year first above written.

                                           IVP TECHNOLOGY CORPORATION d.ba.
                                           ActiveCore Technologies, Inc.

[Seal]                                     By: /s/ Brian MacDonald
                                           ---------------------------
                                           Title:

Attest:
-------------------------
Title:


                                           Twincentric Limited


-------------------------                  By: /s/ Tony McGurk
                                           -------------------------
                                           Title:

-------------------------


                                           SHAREHOLDER

                                           --------------------------
                                           Tony McGurk


                                       24