Letter of agreement concerning term debt to preferred equity conversion with
                        effect as at September 30, 2004

Whereas ActiveCore Technologies Limited, the wholly owned Canadian subsidiary of
ActiveCore Technologies Inc., is indebted to the International Brotherhood of
Electrical Workers Local 105 (IBEW) in the amount of USD 500,000 plus accrued
interest; and,

Whereas, it is advantageous for ActiveCore Technologies Inc. to facilitate the
conversion of its Canadian subsidiary's debt to equity and the IBEW agrees that
it is in its best interests to facilitate such conversion, the undersigned
hereby agree that the following terms shall form the basis for conversion of the
ActiveCore Technologies Limited to equity in ActiveCore Technologies, Inc.

ActiveCore Technologies Inc. and the IBEW will jointly sign a subscription
agreement for a series C preferred share issue having the following
characteristics:

      o     One preferred share will be exchanged for every one dollar of IBEW
            Local 105 term debt e.g. $500,000 of term debt will equal 500,000
            Series C preferred shares

      o     The preferred shares will have a 12% annual dividend rate payable
            quarterly based on the number of preferred shares outstanding at the
            end of the quarter

      o     The dividend calculation will start from October 1, 2004

      o     Dividends may be paid in cash or in the form of common shares - if
            paid in the form of common shares the calculation will be based on
            the monetary value of interest due divided by the average closing
            bid price of common shares as of the three trading days prior to the
            last day of the quarter, the last day of the quarter, and the first
            three trading days of the new quarter plus a 15 % premium for
            issuance of restricted stock.

      o     Activecore will be obliged to redeem the preferred shares on the
            basis of 16 quarters i.e. commencing December 31, 2004 the company
            will redeem 1/16th of the preferred shares (500,000/16 = 31,250) to
            retire the full amount of the preferred shares by September 30,
            2008. o The company shall have the option of paying the quarterly
            redemptions in the form of cash or common shares. If paid by common
            shares the redemption amount will be calculated in the same manner
            as the dividend i.e. by taking the monetary amount ($31,250) and
            dividing that by the average closing bid price of common shares as
            of the three trading days prior to the last day of the quarter, the
            last day of the quarter, and the first three trading days of the new
            quarter plus a 15 % premium for issuance of restricted stock.

      o     All restricted common shares issued, whether to cover dividends or
            redemptions, will be registered no less than annually in an SB 2
            filing. In the event that an SB2 or equivalent registration
            statement registering any common shares issued for redemption and
            dividends is not filed within one year of the issuance of shares,
            Activecore will pay a penalty of 1 % per month on the shares
            outstanding in excess of one year for each month or part of a month
            that the SB2 is not filed.

      o     Interest accrual: Activecore will pay to the IBEW the accrued
            interest on the loan from the date of inception until September 30,
            2004 ($70,191.77 US) in the form of 4,746,118 restricted common
            shares which has been calculated by taking the monetary value of the
            interest accrual and dividing it by the closing bid price of the
            common shares on September 30, 2004. Activecore will issue the
            interest accrual shares upon signature of this agreement and obtain
            registration of such in its current SB 2 filing.


      o     The registered GSA against ActiveCore Technologies Limited will be
            discharged immediately and the promissory note shall be cancelled
            upon delivery of the series C preferred shares.

Dated this 30th day of September, 2004.


For:  IVP Technology Corporation d.b.a.     For International Brotherhood of
ActiveCore Technologies Inc.                ElectricalWorkers Local Union 105

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Brian MacDonald, Chairman                   John Grimshaw, Business Manager