June 29, 2001
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Dear ▇▇. ▇▇▇▇▇:
By letter agreement dated April 30, 2001, IVP Technology Corporation (the
"Company") agreed to settle the amount outstanding to you for services rendered
by June 28, 2001, the terms of which you agreed to by countersigning that letter
agreement. Since the date of that letter, the Company has not been able to
secure financing or other funds to satisfy its compensation obligations to you
in cash. Accordingly, as is the Company's right in that letter agreement, the
Company hereby satisfies its outstanding compensation obligation to you by
issuing 4,312,000 shares (the "Shares") of common stock registered on Form S-8
which shares are valued in the aggregate at approximately $345,000, based upon
the closing bid price per share on June 28, 2001.
The actual amount of the proceeds you generate from the sale of the Shares
shall be deducted from the amount owed to you as of the date hereof.
Certificates evidencing the Shares will be delivered to you after the Shares
have been registered as described in the April 30, 2001 letter.
Very truly yours,
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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President, IVP Technology Corporation
