EXHIBIT 10.42



                                 IVP TECHNOLOGY


June 13, 2002


Orchestral Corporation
2100 Bloor Street West,
PO or Suite 6-114,
Toronto Ontario
M6S 5A5
Att:  Jeremy Rasmussen, President
Fax number 416-352-5455


Dear Jeremy:

Further to our  meeting in my office  with Kevin Birch on June 11, 2002 and your
email to me on June 12, 2002 please consider this letter as written notification
that  IVP  Technology  Corporation  is  terminating  the  software  distribution
agreement  with  Orchestral  Corporation  dated March 30, 1999 and  subsequently
amended on September 1, 1999 and May 31, 2000.

As  required by the  agreement  we shall be pleased to execute an  affidavit  or
other form of letter as may be  required by your  solicitors  with regard to the
disposal of any  confidential  information  obtained from Orchestral  related to
Power Audit that we have in our possession.

Sincerely yours,


/s/ Brian J. MacDonald

Brian J. MacDonald
President and CEO