EMPLOYMENT AGREEMENT


      THIS  EMPLOYMENT  AGREEMENT  (this  "Employment  Agreement"),  is made and
entered  into as of April 14, 2005 by and  between  IMAGE  INNOVATIONS  HOLDINGS
INC.,  a Nevada  corporation,  having a principal  place of business at 432 Park
Avenue South,  New York,  New York 10022 (the  "Company"),  and Michael  Preston
having a residence address at 220 Sickletown Road,  Orangeburg,  New York, 10962
(the "Executive").

                                    RECITALS

      WHEREAS, the Company desires to employ the Executive to render services to
the Company as a director and Chief Executive Officer ("CEO"), and the Executive
desires to render such services on behalf of the Company; and

      WHEREAS,  the Company and the Executive  desire to set forth the terms and
conditions  on  which  (i) the  Company  will  employ  the  Executive,  (ii) the
Executive  will render  services to the  Company  and any other  corporation  or
business  entity  controlling,  controlled  by or under common  control with the
Company  (each,  an  "Affiliate"),  and (iii) the Company  will  compensate  the
Executive for such services.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1.    Employment.

            The Company hereby employs the Executive,  and the Executive  hereby
accepts such employment, upon the terms and conditions herein set forth.

      2.    Term.

            Subject to the  provisions  for  termination  provided  herein,  the
initial term of  employment  of the Executive  under this  Employment  Agreement
shall be for a period of three years  commencing on April 14, 2005 and ending on
April 13, 2008 (the  "Initial  Term").  The  Executive's  employment  under this
Employment  Agreement  shall  be  automatically   extended  thereafter  for  two
additional  one-year  periods  (each,  an "Extension  Term") unless either party
gives a termination  notice not earlier than 180 days and not later than 90 days
prior to the  expiration of the Initial Term or any Extension  term. The Initial
Term and all Extension Terms, if any, are referred to herein as the "Term."

      3.    Duties and Responsibilities.

            3.1 The  Executive  shall  devote his full  attention  and apply his
reasonable efforts,  energies and skills, on a substantially full-time basis, to
the  business of the  Company and each  Affiliate  (such  corporations  or other
business  entities being referred to herein  collectively as the "Image Group").
Executive shall be permitted to maintain his interests in the entities described
in Schedule  3.1,  attached  hereto,  provided  same does not conflict  with his
duties as CEO of the Company.


<PAGE>

            3.2 During the Term,  the  Executive  shall serve as and perform the
function  of CEO and shall  perform  such duties and have such  authority  as is
consistent with the position of CEO.

            3.3 In order to induce the  Company  to enter  into this  Employment
Agreement, the Executive represents and warrants to the Company that:

            (a)  the  Executive  is not a party  or  subject  to any  employment
agreement or arrangement with any other person,  firm,  company,  corporation or
other business entity; and

            (b)  the  Executive  is  subject  to no  restraint,  limitation,  or
restriction by virtue of any agreement or arrangement or by virtue of any law or
rule or otherwise,

which would impair the  Executive's  right or ability to enter the employ of the
Company or any other  member of the Image  Group or to perform  fully his duties
and obligations pursuant to this Employment Agreement.

      4.    Compensation.

            4.1 For all services rendered by the Executive under this Employment
Agreement,  the Company shall pay the Executive, and the Executive shall accept,
the following compensation.

                  4.1.1 A base salary of $250,000 per annum  ("Salary")  payable
in  accordance  with  the  Company's  regular  payroll  practices  but not  less
frequently  than in regular  bi-weekly  installment and as described in Schedule
4.1.1.  Executive shall also receive such other  additional  compensation in the
nature of bonus, incentive  compensation,  profit sharing or other similar plan,
arrangement or program as the Board of Directors may determine from time to time
("Additional  Compensation").  The Additional Compensation may be in the form of
cash  compensation  or  stock  grants  and may be based  on  performance  by the
Executive.

In addition to the foregoing, the parties shall implement an arrangement whereby
Executive shall have the economic  benefit as if the Executive were the owner of
1,000,000  shares of the Company's common stock (measured as of the date of this
Employment  Agreement).  The  Company  and the  Executive  shall  finalize  such
economic arrangements within 30 days of the date of this Employment Agreement.

                  4.1.2 The Executive's Salary and Additional Compensation shall
be  payable  subject to such  deductions  as are then  required  by law and such
further  deductions as may be agreed to by the Executive in accordance  with the
Company's prevailing salary payroll practices.

            4.2 On or about  January  1,  2006,  the Board of  Directors  of the
Company and the Executive shall review the Executive's  compensation  under this
Employment  Agreement,  at which time such  compensation may be adjusted to such
greater (but not lesser) amount as shall be approved by mutual  agreement of the
parties.


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<PAGE>

      5.    Benefits.

            5.1 The  Executive  shall  be  entitled  to four  (4)  weeks of paid
vacation per calendar year, provided that the Executive shall not take more than
three  consecutive  weeks of vacation during any year. Not more than one week of
unused  vacation  from each year shall be carried  over to a  subsequent  period
unless specifically authorized by the Board of Directors of the Company.

            5.2 The Executive shall be entitled to health insurance coverage for
the  Executive,  his spouse and his dependent  children at no cost to Executive.
The Company  will make a cash  contribution  to the  Executive's  current  heath
insurance plan each year in an amount  equivalent to what the Company would have
to pay to insure the Executive,  his spouse and his dependent children under the
Company's now or hereafter existing health insurance plan afforded to all of the
employees of the Company. The Executive shall also be entitled to participate in
any pension or profit  sharing plan,  stock  purchase  plan,  stock option plan,
group life,  dental or vision  insurance plan,  hospitalization  insurance plan,
medical  services  plan and other  similar  plans,  now or  hereafter  existing,
afforded to the employees of the Image Group.

            5.3 The Company shall furnish the Executive  with an office  located
in New York County, New York, Rockland County, New York, or Westchester, County,
New York or the  surrounding  area, of a size and with the furnishings and other
appointments,  and such other facilities,  services and staff, in each case at a
level that is consistent with his position, duties and responsibilities.

      6.    Expenses.

            The Executive  shall be  authorized to incur  ordinary and necessary
business  expenses in connection with the  performance of his duties  hereunder,
including travel expenses and entertainment  expenses, as shall be authorized by
the Board of Directors of the Company.  Such expenses  shall be reimbursed  only
upon  presentation  of paid  receipts  and/or  original  invoices and such other
information as shall be required for tax purposes.

      7.    Sick Leave.

            The  Executive  shall be  entitled to annual sick leave in length to
conform with the Company's general employment practices, but not less than three
weeks paid sick leave per annum.

      8.    Termination of Employment.

            The Executive's  employment  under this Employment  Agreement may be
terminated  prior to the  expiration of the Term under any of the  circumstances
set forth in this Section 8.


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<PAGE>

            8.1 The Executive's employment shall terminate upon the death of the
Executive.   The  Company  may  terminate   the   Executive's   employment   for
"Disability".  For purposes of this Employment  Agreement,  a "Disability" shall
mean  physical  or  mental  disability   preventing  Executive  from  performing
Executive's  duties  hereunder  for  a  consecutive  period  of 6  months  or an
aggregate  of 180 days in any 12  month  period  as  determined  by the  written
opinion of a  physician  selected  in good faith by the Company and agreed to by
Executive,  his  family or his duly  appointed  personal  representative,  which
Employment Agreement is not to be unreasonably withheld.

            8.2 The Company may terminate the Executive's employment for "Cause"
at any time by providing  written notice of such termination to the Executive in
accordance  with the provisions of this  Employment  Agreement.  For purposes of
this Employment Agreement, the term "Cause" shall mean any of the following: (1)
Executive has been  convicted by, or shall have entered a plea of guilty or nolo
contendere,  in a court  of  competent  and  final  jurisdiction  for any  crime
involving moral turpitude, fraud, embezzlement,  misappropriation,  or any other
felony or crime  punishable  by  imprisonment,  (2)  Executive  shall commit any
material act of fraud, embezzlement or other act of misappropriation,  which act
causes harm to the Company,  or (3) Executive  shall  continually and habitually
neglect  Executive's duties and shall fail to correct such breach within 30 days
after written notice of such habitual and continual neglect,  then, in each such
case, the Company shall have the right to give Notice of Termination (as defined
below) of the Executive's employment. Notwithstanding the foregoing, the Company
may  not  terminate  the   Executive's   employment   for  Cause  unless  (a)  a
determination  that  Cause  exists is made and  approved  by a  majority  of the
members  of the  Board of  Directors,  (b)  Executive  is given at least 10 days
written  notice  of  the  Board  of  Directors   meeting  called  to  make  such
determination,  (c) Executive and his legal counsel are given the opportunity to
address such meeting, and (d) the conduct constituting Cause is capable of cure,
and such conduct is not cured to the Board of Directors'  satisfaction within 30
days  following  receipt  of  written  notice  delivered  by the  Company to the
Executive  specifying in reasonable  detail the nature of the conduct and states
that it is grounds for  termination  for Cause.  The Company may give  Executive
Notice  of  Termination  for  Cause  only  after  the  conditions  set  forth in
sub-clauses (a), (b), (c), and (d) of this Section 8.2 have been met.

            8.3 The Executive may terminate his employment  hereunder by written
notice  given to the Company for Good Reason.  For  purposes of this  Agreement,
"Good Reason" shall mean any material  breach of this  Agreement by the Company,
including without limitation:  (i) any reduction in the Executive's Salary; (ii)
the Company  requires the  Executive to be based at an office or location  other
than New York  County,  New York,  Rockland  County,  New York,  or  Westchester
County,  New York, except for travel  reasonably  required in the performance of
the  Executive's  responsibilities;  or  (iii)  the  Company  requires  that the
Executive  perform  duties not  commensurate  with his status as CEO;  provided,
however,  that a material  breach of this  Employment  Agreement  by the Company
shall not  constitute  Good Reason unless the Executive  notifies the Company in
writing of the breach, specifying in detail the nature of the breach and stating
that such breach is grounds  for Good  Reason,  and unless the Company  fails to
cure such  breach  within 10 days after such  notice is sent or given under this
Agreement.


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<PAGE>

            8.4 Any termination by the Company under this  Employment  Agreement
shall be  communicated  by Notice of  Termination  to the  Executive.  Except as
otherwise  specifically  and expressly  provided in this  Employment  Agreement,
"Date of Termination" shall mean the actual effective date of any termination of
this Employment  Agreement.  If the Company  terminates the Executive for Cause,
the Date of  Termination  shall be the close of  business  on the day that is 30
days after receipt by the Executive of Notice of Termination  for Cause.  If the
Company  terminate the Executive without Cause, the Date of Termination shall be
the close of business on the day that is 90 days following  receipt by Executive
of Notice of  Termination  without Cause.  If the Executive  terminates for Good
Reason,  the Date of Termination  shall be the close of business on the day that
is the 10th  business  day  after  written  notice is given in  accordance  with
Section 8.4, unless cured by the Company. No Notice of Termination without Cause
shall be effective  if sent prior to the first  anniversary  of this  Employment
Agreement. If the Company terminates the Executive's employment because of death
or Disability, the Date of Termination shall be the close of business on the day
that is 90 days following the death or Disability of the Executive. For purposes
of this Employment  Agreement,  a "Notice of Termination" shall mean a notice in
writing  that  shall  indicate  the  specific  termination   provision  in  this
Employment Agreement relied upon to terminate the Executive's employment and, if
applicable,  shall set forth in  reasonable  detail the facts and  circumstances
claimed to provide a basis for termination of the Executive's  employment  under
the provision so indicated.

      9.    Compensation and Benefits Payable Following Termination.

            If the Executive's  employment is terminated prior to the expiration
of the Term, the Executive (or his surviving  spouse,  beneficiary or estate, as
the case may be) shall receive the following compensation and benefits:

            9.1 Upon any termination of the Executive's employment under Section
8 hereof,  the Company shall pay the Executive (or his personal  representative)
any accrued but unpaid Salary for services  rendered to the Date of Termination,
the amount of any compensation  previously earned and deferred by the Executive,
any earned but unpaid  incentive  compensation for any calendar year ended prior
to the year in which his employment terminates,  any accrued but unpaid expenses
required to be reimbursed under this Employment Agreement,  and any vacation pay
accrued  to the  date  of the  termination.  The  Company  shall  pay all of the
foregoing amounts, except for earned but unpaid Additional Compensation,  within
30 days after the Date of Termination. Earned but unpaid Additional Compensation
for any  calendar  year  ended  prior  to the  year  in  which  the  Executive's
employment  terminates  shall  be paid at the  same  time  as the  Company  pays
Additional Compensation to its other senior executives.

If the Executive's employment is terminated for any reason prior to the last day
of a  calendar  year,  the  Company  shall pay the  Executive  (or his  personal
representative) as severance pay, an amount equal to the pro rata portion (based
on the number of days of employment prior to the termination date) of the annual
Additional  Compensation that would have been payable to the Executive if he had
continued in employment  through the end of the calendar year.  Such amount will
be paid at the  same  time  and in the  same  manner  as the  annual  Additional
Compensation for such year is paid to other senior executive officers.


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<PAGE>

            9.2 In the event that the  Executive's  employment  is terminated by
the  Company  without  Cause  pursuant  to Section 8 above,  the  Company  shall
continue to provide the  Executive the Salary and benefits set forth in Sections
4.1 and 5.2 above  that would have been  payable to him if he had  continued  to
perform his normal duties and  responsibilities  on a full-time  basis until the
earlier  of (i) one  year  from  the date of this  Employment  Agreement  or the
expiration of the Term or (ii) his death.

            9.3 If the Executive terminates his employment for Good Reason, then
the Company shall pay to the Executive as severance pay the following amounts:

            (i) his then unpaid Salary,  in accordance  with the regular payroll
practices of the Company,  through the Date of Termination at the rate in effect
as of the Date of Termination;

            (ii) after the  Termination  Date,  the Executive  shall continue to
receive his Salary,  in  accordance  with the regular  payroll  practices of the
Company, at the rate that is in effect as of the Date of Termination through the
six month period following the Date of Termination; and

            (iii) the payments set forth in Section 9.3 above.

            9.4  Except as may  otherwise  be  provided  under  this  Employment
Agreement,

            (i) any benefits to which the Executive may be entitled  pursuant to
the plans,  policies  and  arrangements  referred to in Section 5 above shall be
determined  and paid in  accordance  with the terms of such plans,  policies and
arrangements; and

            (ii)  the  Executive  shall  have no  right  to  receive  any  other
compensation,  or to participate in any other plan, arrangement or benefit, with
respect to future periods after such termination or resignation.

      10.   Restrictive Covenants.

            10.1 The Executive  acknowledges that (i) the business activities of
the Image Group include and are expected to include the  manufacture and sale of
celebrity image memorabilia and sports branded products ("Sports Memorabilia and
Branding  Business"),   (ii)  he  will  have  a  major  responsibility  for  the
development,  management and operation of the business of the Company, (iii) the
Company's business is intended to be international in scope, (iv) his employment
by the Company will bring him into close contact with  confidential  information
of the Company, its Affiliates,  its customers,  and its suppliers,  and (v) the
agreements  and covenants  contained in this Section 10 are essential to protect
the business  interests of the Company and that the Company would not enter into
this Employment  Agreement but for such  agreements and covenants.  Accordingly,
the Executive agrees as follows:


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<PAGE>

            10.2  Except  as  otherwise   specifically   provided  for  in  this
Employment Agreement,  throughout the Employment Period and the Post-Termination
Period (as such terms are defined  below) the Executive  shall not,  directly or
indirectly,  (i)  engage in any aspect of the Sports  Memorabilia  and  Branding
Business or (ii) without  limiting  the  generality  of clause (i) above,  be or
become,  or agree to be or become,  interested  in or  associated  with,  in any
capacity  (including,  without  limitation,  as a partner,  shareholder,  owner,
officer, director,  employee,  principal, agent, creditor, trustee,  consultant,
co-venturer or  otherwise),  any  individual,  corporation,  firm,  association,
partnership,  joint  venture or other  business  entity,  which is engaged in or
which is planning to engage in any aspect of the Sports Memorabilia and Branding
Business;   provided,  however,  that  the  Executive  may  own,  solely  as  an
investment,  securities of any publicly held corporation  traded on any national
securities  exchange in the United States of America,  if the Executive is not a
controlling  person of or member of a group that controls,  such corporation and
does not, directly or indirectly, own more than 1% of any class of securities of
such corporation.

                  10.2.1    Throughout   the    Employment    Period   and   the
Post-Termination  Period,  the Executive  shall not,  directly or indirectly (i)
induce or attempt to influence any executive of any member of the Image Group to
leave its employ, (ii) aid or agree to aid any competitor,  customer or supplier
of the  Image  Group in any  attempt  to hire any  person  who  shall  have been
employed  by any  member  of the  Image  Group  within  the one (1) year  period
preceding such requested aid, or (iii) induce or attempt to influence any person
or  business  entity who was a customer  or  supplier of any member of the Image
Group during any portion of such period to transact  business  with a competitor
of the Image Group in the Sports Memorabilia and Branding Business.

                  10.2.2  Throughout the Employment  Period and thereafter,  the
Executive shall not disclose to anyone any information  about the affairs of any
member of the Image Group,  including without limitation,  trade secrets,  trade
"know-how",   inventions,   customer  lists,   client  lists,   business  plans,
operational methods, pricing policies, marketing plans, sales plans, identity of
suppliers,  trading positions,  sales,  profits or other financial  information,
which is confidential to any member of the Image Group or is not generally known
in the relevant trade (collectively,  "Proprietary Information"),  regardless of
whether the Executive  developed  such  Proprietary  Information,  nor shall the
Executive make use of any such Proprietary Information for his own benefit.

            10.3 For the purposes of this  Employment  Agreement  the  following
terms shall have respective meanings ascribed to them below:

                  10.3.1 "Employment Period" means the period of the Executive's
employment  by the  Company,  including  such  period  of  employment,  if  any,
extending beyond the Term.

                  10.3.2  "Post-Termination  Period"  means the two-year  period
commencing with the end of the Employment Period.

            10.4 If the Executive breaches,  or threatens to commit a breach of,
any of the  provisions of Subsection  10.1 (the  "Restrictive  Covenants"),  the
Company  shall have the following  rights and  remedies,  each of which shall be
independent  of the others and  severally  enforceable,  and each of which is in
addition to, and not in lieu of, any other rights and remedies  available to the
Company at law or in equity:


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<PAGE>

                  10.4.1 The  Executive  shall  account  for and pay over to the
Company all compensation,  profits,  monies, accruals and other benefits derived
or received by the Executive or any person or business  entity  affiliated  with
the Executive as a result of any action or transactions constituting a breach of
any of the Restrictive Covenants.

                  10.4.2  Notwithstanding  the  provisions of Subsection  10.3.1
above, the Executive acknowledges and agrees that in the event of a violation or
threatened violation of any of the Restrictive Covenants, the Company shall have
no  adequate  remedy at law and shall  therefore  be  entitled  to enforce  each
provision by temporary or permanent  injunctive or mandatory  relief obtained in
any court of competent  jurisdiction  without the necessity of proving  damages,
posting any bond or other  security,  and without  prejudice to any other rights
and remedies which may be available at law or in equity.

                  10.4.3  If any  of  the  Restrictive  Covenants,  or any  part
thereof,  is held to be invalid or unenforceable,  the same shall not affect the
remainder  of the  covenant  or  covenants,  which shall be given full force and
effect, without regard to the invalid or unenforceable portions.

                  10.4.4  If any  of  the  Restrictive  Covenants,  or any  part
thereof,  is held to be unenforceable  because of the duration of such provision
or the area covered thereby, the parties hereto agree that the court making such
determination  shall have the power to reduce the  duration  and/or area of such
provision and, in its reduced from, such provision shall then be enforceable.

                  10.4.5  The  parties   hereto  intend  to  and  hereby  confer
jurisdiction  to  enforce  the  Restrictive  Covenants  upon the  courts  of any
jurisdiction within the geographical scope of such Restrictive Covenants. In the
event  that the courts of any one or more of such  jurisdiction  shall hold such
Restrictive  Covenants  wholly  unenforceable  by reason of the  breadth of such
scope  or  otherwise,  it is the  intention  of the  parties  hereto  that  such
determination  not bar or in any way  affect the  Company's  right to the relief
provided above in the courts of any other jurisdictions  within the geographical
scope of such  Restrictive  Covenants,  as to breaches of such covenants in such
other  respective  jurisdictions,  the above  covenants  as they  relate to each
jurisdiction  being,  for this purpose,  severable into diverse and  independent
covenants.

      11.   Inventions.

            All inventions, discoveries, investigations, improvements, know-how,
trade  secrets,  and  developments  in technology  ("Inventions")  that directly
relate to the business  carried on, or to be carried on, by any member the Image
Group  that  have  been or  shall  be  made of or  reduced  to  practice  by the
Executive,  either alone or with others,  whether the activity in question takes
place within or outside the usual  working  hours of the  Executive or on or off
the premises of the Company,  shall be held by the  Executive  for the exclusive
benefit  of the  Company,  and the  Executive  shall  assign in  writing  to the
Company,  without any payment being required or the part of the Company,  all of
the  right,  title  and  interest  which  he  may  have  acquired  in and to any
Inventions.  In addition,  he shall both during and at any time prior to two (2)


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<PAGE>

years after the  Employment  Period,  assist the Company in every way reasonably
requested  by the  Company,  at the expense of the Company  without  cost to the
Executive (and with  reasonable  compensation  to the Executive in the event his
employment has then ended),  to obtain for the Company in any and all countries,
and to maintain and enforce  patents or the reissue or extension  thereof on all
Inventions which have been or may be assigned.

      12.   Documentation of Proprietary Information and Inventions.

            All  documents,   records,  models,  prototypes  or  other  tangible
embodiments or evidence of Proprietary Information or Inventions, and all copies
of the  foregoing  ("Materials"),  which may at any time be  acquired by or come
into the possession of the Executive are the sole and exclusive  property of the
Company.  All Materials  shall be surrendered to the Company upon the request by
the Company at any time. In addition, upon the reasonable request by the Company
at any time, the Executive shall prepare materials  accurately and adequately to
describe,  set forth or embody any  Proprietary  Information  or Inventions  and
deliver the same to the Company in order to  accomplish or complete the transfer
thereof to the Company, and the Executive shall be reimbursed by the Company for
all of his reasonable  out-of-pocket expenses incurred in so doing. During or at
any time prior to two (2) years after the Employment Period, the Executive shall
execute  all  documents  and take all  such  other  action  as the  Company  may
reasonably  require (being  reimbursed  for all of his reasonable  out-of-pocket
expenses  in this  connection)  in  order  to  assign  the  Company  any and all
copyrights and reproduction  rights to any Materials  prepared by him during and
in connection with such employment.

      13.   Insurance.

            The  Company  may,  from  time to  time,  apply  for,  purchase  and
maintain,  in its own  name  and at its own  expense,  life,  health,  accident,
disability or other  insurance upon the Executive in any sum or sums that it may
deem  necessary to protect its  interests,  and the Executive  agrees to aid and
cooperate in all  reasonable  respects with the Company in procuring any and all
such  insurance,  including,  without  limitation,  submitting  to the usual and
customary  medical  examinations,  and by filling out,  executing and delivering
such applications and other instruments in writing as may be reasonably required
by an insurance company or companies to which an application or applications for
such insurance may be made by or for the Company.

14.   Miscellaneous.

14.1 This  Employment  Agreement  is a  personal  contract,  and the  rights and
interests of the  Executive  hereunder may not be sold,  transferred,  assigned,
pledged  or  hypothecated  by  the  Executive,  except  as  otherwise  expressly
permitted by the provisions of this  Employment  Agreement.  The Executive shall
not  under  any  circumstances  have any  option  or right  to  require  payment
hereunder  otherwise  than in  accordance  with  the  terms  hereof.  Except  as
otherwise  expressly  provided herein, the Executive shall not have any power of
anticipation,  alienation or assignment of payments contemplated hereunder,  and
all rights and benefits of the Executive shall be for the sole personal  benefit
of the Executive, and no other person shall acquire any right, title or interest
hereunder  by reason of any sale,  assignment,  transfer,  claim or  judgment or
bankruptcy  proceedings against the Executive;  provided,  however, that (i) the


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<PAGE>

Executive  shall  have the right to  assign  his right to  receive  any  payment
previously due and owing, subject to all claims and defenses of the Company, and
(ii) in the  event of the  Executive's  death,  the  Executive's  estate,  legal
representatives  or  beneficiaries  (as the case may be) shall have the right to
receive all of the benefits  that accrued to the  Executive  pursuant to, and in
accordance with, the terms of this Employment Agreement.

            14.2 Any notice  required or permitted to be given  pursuant to this
Employment Agreement shall be in writing and sent to the party for whom or which
intended,  at the  address  of such  party set forth  below,  by  registered  or
certified  mail,  return  receipt  requested or at such other  address as either
party shall  designate by notice to the other in the manner  provided herein for
giving notice:

                  (a)   If to the Company to:

                              Image Innovations Holdings Inc.

                              432 Park Avenue South
                              New York, New York 10022
                              Attention:  [         ]
                              Facsimile: (604) 925-5283

                              with a copy to:

                              Reed Smith, LLP
                              599 Lexington Avenue - 29th Floor
                              New York, New York 100022
                              Attention:  Herbert F. Kozlov, Esq.
                              Facsimile: (212) 521-5450

                  (b)   If to Executive, to:

                              Michael Preston
                              220 Sickletown Road
                              New York, New York 10962
                              email:  michaelpreston12@hotmail.com

            14.3 This Employment Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

            14.4 If any  provision  of this  Employment  Agreement,  or any part
thereof,  is  held  to be  illegal  or  unenforceable,  the  remainder  of  this
Employment Agreement shall nevertheless remain in full force and effect.

            14.5 Each of the parties hereto shall,  at any time and from time to
time hereafter,  upon the reasonable  request of the other,  take further action
and execute,  acknowledge and deliver all such instruments of further  assurance
as necessary to carry out the provisions of this Employment Agreement.


                                      -10-
<PAGE>

            14.6 This  Employment  Agreement  contains the entire  agreement and
understanding  between the Company and the Executive with respect to the subject
matter hereof. No  representations  or warranties of any kind or nature relating
to the Company or its business, assets, liabilities, operations, future plans or
prospects have been made by or on behalf of the Company to the Executive.

            14.7 All  controversies or claims arising out of or relating to this
Employment Agreement,  or the breach hereof, shall be subject to the laws of the
State of New York and  submitted  to the  Courts of the State and  County of New
York for resolution.


                            [SIGNATURE PAGE FOLLOWS]


                                      -11-
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Employment
Agreement as of the date first above written.

                              IMAGE INNOVATIONS
                              HOLDINGS INC.:



                              --------------------------------
                              Arthur Gononsky
                              Chairman, Compensation Committee



                              EXECUTIVE:



                              --------------------------------
                              Michael Preston


                                      -12-
<PAGE>

                                  SCHEDULE 3.1

The  Executive  shall be entitled to maintain  his  interests  and  continue his
duties and responsibilities in the entities described below:

1.  Non-Executive  Director of  Phosphagenics  Limited,  an  Australian  biotech
corporation, listed on the Australian Stock Exchange and the AIM in London;

2.  Non-Executive  Director of Edentify,  Inc., a United States  identity  fraud
company;

3. Partner in Alberdale & Co., a London based  FSA-regulated  corporate  finance
firm; and

4. The  Executive  shall be  entitled  to accept  additional  board  memberships
provided such board memberships do not conflict with his duties to the Company.


                                      -13-
<PAGE>

                                 SCHEDULE 4.1.1

The Executive's  Salary of $250,000,  as provided in Section 4 of the Employment
Agreement, shall initially be paid as follows:

1. Upon execution of the Employment  Agreement,  the Executive shall receive his
salary at the rate of $10,000 per month and accrue the balance of his Salary;

2. On the day of the closing of the first round of financing by the Company, the
Executive  shall  receive his salary at the rate of $15,000 per month and accrue
the balance of his salary;

3. On the day that is six months from the date of this Employment Agreement,  or
at such date as the  Executive  deems fit,  being fully  aware of the  financial
condition of the Company,  the Executive shall receive his Salary at the rate of
$20,833 per month  which shall be payable  according  to the  Company's  regular
payroll   practices  but  not  less   frequently   than  in  regular   bi-weekly
installments; and

4. In the event that, for any reason,  the financing referred to in Paragraphs 1
and 2 do not occur,  the Executive shall  nonetheless be entitled to his accrued
and unpaid Salary on 12/31/05.


                                      -14-