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**CERTIFICATIONS**

 I, Derick Sinclair, Chief Financial Officer of Image Innovations Holdings  Inc., certify that;

| (1)    | I have reviewed this Quarterly Report on Form      10-QSB of Image Innovations Holdings Inc.                                                                                                                                                                                                                                                  |
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| (2)    | Based on my knowledge,        this report does not contain any untrue statement of a material fact or        omit to state a material fact necessary to make the statements made, in        light of the circumstances under which such statements were made, not        misleading with respect to the period covered by this report;        |
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| (3)    | Based on my knowledge,        the financial statements, and other financial information included in        this report, fairly present in all material respects the financial condition,        results of operations and cash flows of the Registrant as of, and for,        the periods presented in this report;                           |
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| (4)    | The registrant’s other        certifying officers and I are responsible for establishing and maintaining        disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)        and 15d-15(e)) for the registrant and have:                                                                                        |
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|   | a)                                                                                                                                                                                                                                                                                                                                            | Designed such disclosure controls and procedures,        or caused such disclosure controls and procedures to be designed under        our supervision, to ensure that material information relating to the registrant,        including its consolidated subsidiaries, is made known to us by others        within those entities, particularly during the period in which this report        is being prepared; |
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|   | b)                                                                                                                                                                                                                                                                                                                                            | Evaluated the effectiveness of the registrant’s        disclosure controls and procedures and presented in this report our conclusions        about the effectiveness of the disclosure controls and procedures, as        of the end of the period covered by this report based on such evaluation;        and |
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|   | c)                                                                                                                                                                                                                                                                                                                                            | Disclosed in this report any change in the registrant's        internal control over financial reporting that occurred during the registrant's        most recent fiscal quarter that has materially affected, or is reasonably        likely to materially affect, the registrant's internal control over financial        reporting; and |
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| (5)    | The registrant’s other        certifying officer(s) and I have disclosed, based on our most recent evaluation        of the internal control over financial reporting, to the registrant’s        auditors and the audit committee of registrant’s board of directors        (or persons performing the equivalent functions): |
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|   | a)                                                                                                                                                                                                                                                                                                                                            | All significant deficiencies and material weaknesses        in the design or operation of internal control over financial reporting        which are reasonably likely to adversely affect the registrant’s        ability to record, process, summarize and report financial information;        and |
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|   | b)                                                                                                                                                                                                                                                                                                                                            | Any fraud, whether or not material, that involves        management or other employees who have a significant role in the registrant’s        internal control over financial reporting. |