EXHIBIT 10.39
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To Wayne Danson & Brian MacDonald:


This  letter is to confirm  that we are  increasing  the size of the  commitment
amount on the equity line of credit  provided  to IVP  Technology  from  Cornell
Capital Partners,  LP from $5,000,000 to $10,000,000.  This will double the draw
down amount to $425,000 monthly.

The fees on the additional $5,000,000 will be as follows:

Cash compensation: remains the same at 3% on every draw down.

Stock compensation for Cornell Capital:  2%
Stock compensation for Danson Partners:  1%

Legal fees: Nothing,  this increase is not going to require any additional legal
fees.

The amount of stock to be issued in relation to the increase:

Cornell:  .20 cents = 500,000 shares
Danson:  .20 cents = 250,000 shares

Cornell will also extend  subject to the stock price  trading  above .105 to IVP
Technology financing or a structured loan in the amount of $100,000 in the event
that the registration statement is not effective 30 days from filing.

In regards to the  convertible  and using April 8, 2002 as our closing  date the
bid price of IVP's  stock was .105 which  translates  into a fixed cost or .126,
20% above the .105 for Cornell's $150,000 investment.

Sincerely,

Matt Beckman
Managing Partner

Accepted by:  Brian MacDonald, CEO of IVP Technology  /s/ Brian MacDonald
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